The Spectacular Spider-Harem
by Diablo Ex Machina
Summary: Left broken after a large number of emotional traumas, a meeting with a pop-culture loving, cosmically-empowered, blogger babe causes Peter's life to take an interesting turn. You ever wonder just how big a harem can get before it starts to get ridiculous? Well Spidey is about to find out the answer to that question! Discontinued. Reboot Canceled!
1. Ending World Hunger

**Chapter 1 - Ending World Hunger**

Peter Parker woke up one morning with an unbearable headache. It wasn't as if this was the first time this happened; fighting criminals into the wee hours on a regular basis tended to cause a few headaches, both literally and emotionally, though the latter was usually quickly followed by the former if his infamous Parker Luck had anything to say about it; which it usually did. This morning was different however, because he normally remembered exactly why he had a headache shortly after getting up, but not this time. It was as if everything after a certain point in his memory was a hazy blur, and it hurt trying to remember it.

 _'Come to think of it,'_ Peter thought to himself. _'A lot of me is in pain right now, even though I feel like I have more energy than ever, it's weird. Just who did I fight last night that left me so wiped out, yet so fresh?'_ As he slowly got up and tried to work through the pain, a curious and concerning fact brought him to attention.

"This isn't my room." Peter said worriedly, evidently too worriedly, as his entire body received a stiff jolt of pain from tensing up defensively. "...Okay Pete, pull yourself together." He grunted as he pinched the bridge of his nose. "Just try and retrace your steps, and see if you can figure out how you got here." Even as he said this, one thing quickly floated to the forefront of his mind. "Oh right, yesterday was Osborn's funeral." Peter muttered in despair. Truthfully, Peter couldn't care less about Norman ending up killing himself, except for the fact that his best friend was in a spiral of depression because of it, and the guilt of not being able to find another way, and the fact that Harry wanted Spider-Man dead for what happened... _'Okay, so maybe I do care about it a little, but at least I can take solace in the fact that the Green Goblin brought this on himself... right?'_ Peter wasn't so sure, his easily-diagnosed-by-everyone-except-himself-guilt-complex compelling him to take responsibility where it wasn't his place to do so, again.

"So clearly I didn't fight any super villains last night, argh!" He winced as he massaged his temples. "So why do I have such a huge headache, and what did I do last night?" Almost the instant he said that, the answer came to him in a torrent of memories involving copious amounts self-poisoning. "I was... drinking?! Why would I do that?! I know there was wine at the funeral, but even with my best friend's dad dead, and Gwen not... well, leaving Harry for me like we agreed to do. Oh, who am I kidding, anyone would go straight for the drink to try and forget all that. Ohhh, Aunt May is gonna kill me!" He bemoaned his underage drinking as he got out of the bed he was in, only to make several fearful observations in quick succession. "Why am I naked?!" He panicked as he covered himself with the bed sheet as he rooted around for his clothes, only to quickly drop something he grabbed in a panic. "Why is there a bra here?!" His heart and stomach both sank to his feet in dread.

"Go for the panties next." An unfamiliar yet familiar feminine voice teased from behind him. "You were a bit too fast taking them off the first time for me to really enjoy it."

 _'Ohcrapohcrapohcrapohcrapohcrap!'_ Peter panicked as all hope of this just being a really, really, really, really bad dream on his part were disappearing faster than a Houdini illusion. _'I'm going to turn around, and there's gonna be a woman I never met before looking absolutely furious at me, not that I'd be able to blame her.'_

"No need to be so jumpy there, handsome." The voice reassured him jokingly, causing him to try and swallow his saliva, only to find his mouth was completely dry. "Take it easy there, Spider, I'm not mad about what happened last night."

That brought Peter upright like a bolt of lightning, turning around at the woman, his fear palpable in his eyes as he gazed upon the short-haired brunette in a fluffy purple bathrobe that rode up a bit too high for his liking. Trying his best to ignore that detail and focus on damage control, he absently wondered just how she managed to - if not find out completely - then at least, hopefully, just get suspicious. It just wouldn't do for a random drunken roll in the hay to find out his secret.

"Spider? What is that, some kind of weird, sex-thing?" He chuckled with far less awkwardness than he actually felt, which meant he was actually lying very well by his standards. "Also, regarding the sex thing, I know it's a long-shot, but could we maybe... kinda... just go our separate ways and forget that any of this ever happened whatsoever?" He begged hopefully.

The woman just sighed tiredly and rolled her eyes. "Peter, we had sex on the ceiling - the CEILING, Peter. If that's not proof positive you're Spider-Man, I don't know what is."

Peter groaned as he flopped on the bed in morbid depression, absently noting some hand print shaped coffee stains on the ceiling, mortifying him even further. "Could this day get any worse?!" He moaned as he took stock of what had happened so far. He wakes up with a hangover, in a room he doesn't recognize, completely naked, and apparently having spent the night having a drunken romp around with a girl he doesn't even know. But worst of all, he probably never called Aunt May, and even if he had, it would have been a drunk dial. Who knows what she would have heard?!

"That depends on how you define worse." The woman remarked casually. "Get dressed, I'll do my best to fill in any blank spots in your memory." She chuckled as Peter began scrambling for his clothes at a break neck pace, leaving the room once she'd seen enough.

* * *

"Okay, now that that mortifying moment is over," Peter sighed as he walked, fully clothed, out of the bedroom and into a sparse looking apartment. "It's time for another one, namely, finding out what led up to it." He resigned himself to humiliation as he sat at a table and looked at the woman he'd slept with last night expectantly.

"Well, there's not much to say, really." The woman remarked with a shrug as she set aside her laptop. "You got drunk at the premature celebration of Norman Osborn's death, I abducted you under a clever ruse of knowing you and driving you home, I placed a dummy in your house and let your aunt know that you were so depressed about the funeral that you didn't want to do anything tomorrow to give you a cover, I brought you here, I showed you a few videos, you went for a swing, we had sex, and here we are." She explained casually, sipping her coffee as Peter quickly went from a shocked stare to a furious glare.

"You abducted me-argh!" Peter winced as he held his head in pain. "Stupid hangover." He muttered bitterly. "Also, aside from the whole abducting thing, there are several other things wrong with what you just said." He glared at her weakly.

"Mind explaining to me exactly what was unclear?" The woman asked conversationally. "Please ask only about the specific words that were unclear, or we'll be here all morning."

Stopping to recall her exact words for a minute, Peter responded. "The words premature, celebration, videos, swing, and sex. None of those words make any sense to me in the context you used."

"I'll grant you the other three, but aren't celebration and sex obvious?" The woman remarked in honest confusion.

"Why would I celebrate the death of my best friend's father?" Peter retorted in bitter confusion. "And what I meant was, why the sex?"

"I'll show you the videos." The woman blatantly ignored his remarks, opened up a blog on laptop, and clicked on a video. "The first one should answer most of your questions, and the second should make you wanna kick Harry's ass off a skyscraper."

"I doubt a couple of videos could motivate me to betray my best friend." Peter remarked skeptically, even as he watched the video. It wasn't much to look at anyway, just what looked like a feed from a security camera at an airport. Suddenly though, the black and white picture zoomed in on someone at the departing gate, and enhanced the image. As the close-up came into focus, Peter's jaw dropped at the sight of a very smug looking Norman Osborn. Glancing at the time and date on the lower right corner of the video, he saw that it was dated the day AFTER he supposedly died. To really nail it home, the video even cut to a photo recognition program that compared the man at the airport to a recent photo of Norman Osborn, and aside from the obvious hair dye, it was a perfect match. As the video ended with a clip of the Green Goblin laughing maniacally, Peter's blood began to boil, completely neglecting to wonder where this girl got a clip of the Green Goblin laughing. **"Osborn..."** The teenage hero seethed at the deception. "Isn't it already bad enough that you're a monster, now you're traumatizing everyone around you by faking your death, including your own son? If I ever get my hands on you, I'm gonna...!" He trailed off as he clenched his hands in a strangling motion.

"And this brings us to your swing question." The woman smirked as she clicked on a photo on the blog to enlarge it.

"Oh... my... God..." Peter gaped in shock at the contents of the photo; the words 'NORMAN OSBORN IS A COWARD' were strung up in a major city intersection in webbing. "I did that? I mean, not that he doesn't deserve to get called out on it, and his ego is definitely not gonna let an insult like this slide without a fight, but... I did that?"

"Sure did." The woman grinned even as she scrolled to another part of her blog. "Even whipped up a special batch of webbing that would last for DAYS to do it. I should know, I helped you make it."

"Really? Huh, you didn't strike me as the scientist type." Peter remarked conversationally.

"While we're on the subject, what type do I strike you as?" The woman asked as she clicked on another video. "Besides an arachnid lover who's really good in the sack?"

"Thanks for reminding me." Peter dragged his hand across his face tiredly as the video buffered. "And just when I had finally managed to put that out of my mind." His focus was quickly taken off his embarrassment when the second video began playing. It was two scenes playing simultaneously on the left and right sides of the feed; one inside a house in a very familiar scene, and one outside it in a far less familiar scene. While Peter would normally be concerned and slightly furious about how exactly she'd managed to get videos of this scene, all he could think about as the scene switched from his confession to Gwen with Harry eavesdropping, to Harry blatantly playing the sympathy card at his fathers' funeral, was to wonder just how far the Harry he used to know had fallen, and just how much further he'd fall before he was satisfied. When the video ended, his face was firmly resting in his hands. "I don't know whether to blame to Goblin Formula for Harry's actions, or the increasingly suspicious Osborn Family Genes. Either way, there's no way I'm gonna let Harry keep on manipulating Gwen like this." He announced with renewed determination as he pulled himself away from the screen.

"Aaand, how exactly do you plan on doing that?" The woman droned sarcastically. "It's not exactly like you have any proof besides this video, and even though I did put it on my blog-which gets like, zero hits a day, BTW-don't you think it'd be just a little bit suspicious if you showed it to them?"

"...You have a point." Peter sighed to himself in resignation before pulling himself back together. "At least somewhat. There's no way I can show this to Harry, I just can't trust him anymore. But Gwen will stand by me, especially when..." He hesitated.

"...Especially when; what, exactly?" The woman led him on.

Peter hesitated answering for several seconds, wondering whether or not this woman could be trusted, before deciding to just go with it for once. "...When I tell her I'm Spider-Man." Peter said resolutely.

"Now we're talking." The woman applauded the hero happily. "I just helped you get through months worth of emotional turmoil and debate in a matter of minutes. You're welcome."

"Now there's just one final matter to discuss." Peter glared at the woman who'd been a massive enigma to him since waking up this morning. "Namely; who are you, why the abduction, why the sex, why the videos, why help me, why any of this? Feel free to answer these in no particular order."

"Straight to the point, I see." The woman remarked casually. "Or rather not, since I've been distracting you with wacky videos and fostering your burning hatred for the Osborn family tree, but I see your point." Pausing to take a contemplative sip of her coffee, she began. "Well, I suppose it all started when I read an online science paper on spiders written by one Dr. Bruce Banner."

"Bruce Banner?" Peter interjected in confusion. "But he's an expert on Gamma Radiation and other energies and their applications. Why would he write a paper on spiders?"

"Because spiders apparently have access to a form of energy long unnoticed to humanity." She continued. "It seems he noticed it during one of his tests with Gamma Radiation on arthropods. He had to do quite a lot of digging in various fields, including magic, to even begin to get an understanding of it. And I know what you're thinking," She held up a hand to stop his objection. "Magic doesn't exist-it's nothing but a bunch of nonsense designed to fool the unintelligent and entertain geeks. Well I've got news for you, it does exist, and if all goes to plan then you're gonna be seeing a lot of it in the future, but more on that later. For now, let's focus on this new energy spiders can access. Of course, even though I say it's energy, it's actually a combination of two separate kinds of energy. Specifically, Chaos and Tantric energies."

"I've never heard of either of those energies." Peter deadpanned. "And believe you me, I know about a lot of different kinds of energies, been hit by a lot of them too."

"Then allow me to begin explaining them both by telling you just why I had sex with you last night, and why you're feeling so energized right now." The woman hinted knowingly. "Tantric energy constantly builds up in all forms of life, but very few kinds of beings are capable of accessing it, and even then, they can only use it when they get it from others in a specific type of ritual." Letting her words soak in for a few seconds, she didn't continue until Peter's eyes began to widen as the realization dawned on him. "It seems you're catching on. That's right, Tantric energy is, in another word, Sex energy, and you my friend, just got a very big helping of it last night."

For several long and awkward seconds Peter could only gape vacantly so intently you'd think he was bitten by a genetically altered fish instead of a spider, if it weren't for the fact that he wouldn't be in this situation in the first place if he weren't bitten by a genetically altered spider. Finally, after several long minutes, he managed to sort out his jumbled thoughts. "Under normal circumstances I'd be very skeptical, but I can't deny just how amazing I'm feeling this morning. Y'know, once I got over the hangover of course, which actually didn't take all that long now that I think about it, which just makes this whole thing make even more sense." He sighed as he facepalmed. "Alright, I'll admit that Tantric Energy _probably_ exists, at least until I can come up with another probable explanation for why I feel like a million bucks. So what's Chaos Energy exactly?" He asked curiously.

"You're not gonna like it~" The woman said in a sing-song tone of voice.

"I barely like the fact that I lost my virginity to you." Peter retorted, subtly confirming that the experience was at least partially enjoyable from his perspective. "Nothing you can say could possibly make this day more scarring for life."

"Murder energy." The woman deadpanned, causing Peter's eyes to widen in alarm. "That's right, just let it soak in for a second." She urged him gently. "It makes sense when you think about it, doesn't it? After all, female spiders typically kill and eat their mate after getting what they need from them, so it's only natural that anyone who looks hard enough, and knows just what to look for would see the connection. Now I'm not saying you have to kill and eat me, per say, but you have a lot of enemies that-"

"Forget it." Peter cut her off firmly as he quickly stood up and slammed his hands on the table. "I'm not killing anyone. That's not me, that's not who I am, or what I stand for. I'm sorry that you did all of this for nothing, and while I'm grateful that you opened my eyes to some major deceptions in my life, if you think that entitles you to make me kill some criminals just for whatever experiments you wanna do, then forget it." Walking over to the door as the woman began panting heavily and clenching and unclenching her hands tensely, he left her some parting words. "This has all been a very weird experience for me, but in light of everything that's been said this morning, I'm willing to move past this and overlook some pretty major laws you broke last night by bringing me here. Still, I think it'd be for the best if we just stayed as far away from each other as possible." Just as he was about to leave, however-

 ***Spider-Sense!*-You just fucked-up big time!**

"WAAHHH!" Peter yelped as he found himself pulled away from the door and slammed violently into the opposite wall by some unseen force. "What the?!-OOF!" He grunted as the woman firmly grabbed him by the shirt and pressed him into the wall, keeping him from getting away with a strength that far surpassed what a woman her size should have.

"You think you have the luxury of just getting up and walking away from this?!" The woman growled with a fury that Peter instinctively knew that no mere human could possibly have, especially since her eyes were glowing with an intense purple energy. "Do you have any idea the kind of loopholes I had to abuse to set the stage for this plan?! How many rules I had to break?! How many forces I had to fight against to get this far?! And you want to ruin everything I've worked to set up over more than half a century out of some deluded and flawed sense of justice and morality?! I should just skip the middleman and-" She paused and took a deep breath, slowly exhaling to calm herself. "Easy there, girl." She murmured to herself. "Remember, you can't afford to slip-up at this stage. You've come too far to blow it now, and you promised yourself that you'd put an end to all the pain and suffering your family causes. He doesn't know, but he can learn." Taking another breath, she looked at Peter with much softer eyes and gently set him down. "Sorry about that, I'm going through a lot of... issues right now."

"...I can tell." Peter remarked hesitantly as he casually noticed that she was floating. "So, do you mind explaining the whole super-powers and voice of legion thing you did just now? I'm willing to listen now."

"I can't explain the whole thing to you." The woman muttered apologetically. "Like I said, I'm breaking enough rules as it is, any more and my dad would kill me."

"Then just explain what you can." Peter reassured her as they both took their seats again. "Clearly there's a lot going on here, and while I wasn't able to follow most of what you said, I was able to understand they you're doing everything you can to help people, and while I don't fully understand your methods, I can at least hear you out."

"You're so sweet." The woman smiled warmly as she wiped a few tears from her eyes. "Here I am, threatening to kill you and wipe out your entire planet, and there you are, focusing on the pain I'm in and how you can help."

"Wipe out the entire WHAT?!" Peter panicked.

"That's not important right now," The woman remarked nonchalantly. "Anyway, as I was saying, I can only tell you a little bit right now, but to sum it up, there are a lot of forces on a lot of planets and in a lot of dimensional planes that pose a great threat to the entire universe as you know it, or at least a galaxy of two. If my plan works, we can take a lot of these problems and threats out of the picture for good, or at least for several hundred-thousand years. However, none of this can even begin to take place unless you knuckle down and kill someone-anyone really, but knowing you, it'd have to be someone who's really, really earned it."

Peter sighed deeply and he pinched the bridge of his nose, trying to soak all this information in at once. From what he could piece together so far, this woman was either an alien, or an escaped mental patient, and judging by her powers, he was leaning more towards the former. Furthermore, he was apparently the center of some massive, inter-stellar conspiracy orchestrated either in-part or whole by this woman, and while his inner geek was bouncing off the walls, his inner scientist was confused and uncertain about how an average guy like him-spider powers excluded-was supposed to fit at the center of all this. So many questions, so few answers, and only one person could provide them as far as he was aware. "Continue." Was all the teen hero could manage to say as he prepared for more bombshells.

"There's not much else I'm allowed to say, really." The woman apologized. "All I can tell you is that Chaos and Tantric energies merging in your body in the crux of everything, and of course, to let you know who I am."

 _'Oh. My. God.'_ Peter mentally slapped himself. _'With everything that's been going on, I never even got her name.'_ While inwardly he was hitting himself for not even knowing the name of the person he lost his virginity to, he did his best to remain outwardly composed, which, contrary to his ability to stay cool under pressure when dealing with super villains, was not so impressive when dealing with people he considered friends. "Well, given our rocky start, I suppose we could-" He was cut off by his Itsy Bitsy Spider ringtone, causing him to blush in embarrassment when to woman started chuckling at it. "Excuse me for a second, I've gotta take this." He apologized as he flipped open his phone. "Hello, you've reached Peter Parker."

{"Dude! Check the title of the chapter before you do anything stupid! Oh, who am I kidding; Spider-Sense or not, you're always gonna find a way to screw things up. DP out!"}

"Who was that, and how did he know who I am?" Peter remarked worriedly once the line went dead.

"That was just Deadpool." The woman sighed tiredly. "I kinda owe him for a whole lot of stuff, so he's gonna be popping up every now and then. And don't worry about him knowing your secret identity, he knows the secret identities of everyone. Just try not to pay him too much attention, it'd gonna save you a lot of headaches in the long run."

"I guess I'm gonna have to take your word for it." Peter sighed as he promptly ignored her advice and added one more thing to his ever growing list of worries, the most prominent of which was the idea that he'd have to murder someone for whatever plan this woman had. "Now before we get any more interruptions, could I please at least get your name? I'm not used to going clueless this long."

"We both know that you usually go much longer being clueless, so don't try to kid yourself." The woman quipped as her eyes began glowing purple again. "As for who I am..."

 ***Spider-Sense!*-Check yourself before you wreck yourself!**

Before Peter could think of any defense or counter against whatever was happening, there was a huge flash of light he had to shield his eyes from. When the light began to die down, Peter slowly and hesitantly lowered his arm, a decision he quickly found himself regretting as he gazed upon a sight most would give up everything they had never to see. Though the form was still clearly the woman he'd been talking to for the last several minutes, Peter knew that very few super powered beings wore that much purple, and even fewer wore such ostentatious headgear.

 **"I am Galacta."** She spoke calmly yet with a power almost none could match, with hundreds of voices that seemed to come from everywhere, yet nowhere, including inside his very mind. **"Daughter of the All-Mighty Planet Eater Galactus, and as of last night, the first of your many lovers. Call me Gali."**

As Peter gazed fearfully upon one of the most powerful beings in all creation, trying to get even the slightest grasp on all the many, many ways this was horribly, horribly wrong, one thing-against his better judgement-kept coming to the forefront of his mind.

"...Are you trying to make me into some sort of man-whore?" He couldn't stop himself from asking.

"Of course." Galacta grinned as her voice returned to something that didn't make Peter want to immediately start praying to every god that may or may not be listening. "Until you start mixing Chaos Energy with all that Tantric energy you've got, I'm gonna need you to gather up a lot of Tantric energy for me to feed off of if you don't want me to eat the planet."

"So you're saying that the fate of the entire planet literally depends on me getting laid as much as possible?" Peter asked in astonishment and disbelief.

 ***Spider-Sense!*-You never learn, do you?**

"Preferably with as many women as possible." Galacta confirmed casually. "Of course, you can start murdering bad guys at any time to make things easier on yourself. A mixture of Chaos and Tantric energy contains much more nutrients for me than either one alone. Still, I'm eating for two now, so you're gonna need a lot of Tantric energy anyway."

"You're eating for two?!" Peter panicked, his mind shutting down due to being unable to take any more bombshells being dropped, causing him to pass out on the table.

"...I should probably get him back to his aunt's place before she notices he's not really there." Galacta muttered sheepishly as she picked him up tenderly. "Can't risk the linchpin to universal stability getting grounded, after all."


	2. Busted (Out)

**Chapter 2 - Busted (Out)**

Much had happened in the past two days for Peter Parker. A funeral was held for Norman Osborn, Peter got wasted and kidnapped by the daughter of a planet eater, Peter had sex with and apparently impregnated said daughter of said planet eater, Peter learned that Norman had staged his death, that Harry was emotionally blackmailing Gwen, and that he could get a major power boost from sex that was still running high two days later. Add that to the fact that the Daily Bugle had a field day with the large web banner Spider-Man put up in a major intersection, which, for all they knew at the time, was essentially spitting on the grave of the freshly deceased, and you're more or less up to speed.

 _'Just another average week in the life of your Friendly Neighborhood Spider-Man.'_ Spider-Man thought to himself as he zipped from one webline to another on his way to school. _'And it's only been two days since the so-called funeral. I'm so glad Aunt May agreed to let me take yesterday off, I really needed to blow off some steam after that stunt Goblin pulled. And speaking of blowing off steam.'_ His thoughts trailed off as he spotted a mugger yank a passerby into an ally.

"Just give me yer money lady, and ain't no one gonna get hurt!" The thug growled as he held the woman at knife point. However, the aggression of the thug quickly turned to confusion when he noticed how angry the woman looked. "What're you lookin at so funny like?" He demanded.

"She's probably just laughing internally at your horrible grammar, not to mention your poor timing." Spidey quipped as he hung upside-down behind the thug, quickly gaining his attention and fear. "I mean, setting aside your obvious need for elocution lessons, could you have picked a worse time of day to mug someone? It's bright and early my friend, and most thugs don't stay out past 5 AM, but I digress." He shrugged as he flipped to the ground and cracked his knuckles. "Now then, are we gonna do this the easy way, or the hard way?"

The thug gave pause, looking first at the knife in his hand, then at the snarling woman he was trying to rob, then back at Spider-Man. Thinking quickly, he dropped his knife and took out a phone. "Hello, 911? I'd like to turn myself in." He said meekly as Spider-Man and the woman he was trying to rob both blinked at him in surprise.

"...Can he do that?" The woman asked Spider-Man in confusion.

"I don't know, but I'm feeling an odd mix of disappointment and pride." Spider-Man admitted before shrugging it off. "Oh well, I'm in a good mood and kinda pressed for time right now, so I'll allow it." He remarked casually before lifting the thug by his shirt and placing him against the wall. "I'm still gonna have to web you up so you don't get any ideas of scramming before the cops come."

"No problem, I get it." The thug nodded gracefully as Spidey webbed him to the wall. "Not gonna lie, this is actually kinda exciting. I mean, I know I'm going to jail for a few months, or maybe just getting a fine, but hey, at least I'm meeting Spider-Man."

"There you go, look on the positive side." Spider-Man remarked enthusiastically before bounding up the walls. "Stay in school and don't do drugs!" He waved back as he zipped off on another webline. _'Oh man, could today possibly get any better? First I wake up to see front page news in the Bugle slandering me-which is totally gonna backfire on J. Jonah Jerkface as soon as he Mr. Stacy goes public with the e-mail of Galacta's blog I sent him-then I stop a mugger without even throwing a punch, and now,'_ He grinned as he backflipped into an ally just a block away from school, where he quickly slipped on his casual clothes over his costume and removed his mask before anyone could see. _'I'm actually getting to school before the first bell! For once, not even my ole' Parker Luck is gonna ruin things for me.'_ He thought enthusiastically as he rushed off on foot, before promptly slowing down and losing all enthusiasm when he spotted Harry pacing furiously in front of the fountain where Gwen was sitting, doing her best to look interested and sympathetic, and failing miserably.

"Of course I could be wrong, and am." Peter sighed as he steeled himself for what he was about to do and walked up to where his friends were. _'I hate to do this to you Harry, I really do, especially given our history. But one of you is gonna be hurt whether or not I do anything, and when you take away any personal interest I may have in this, exposing two jerks for what they really are is a much better option than letting an innocent girl be guilted into dating one of those jerks. I just wish I didn't have to lose one friend to save another.'_ As he got close enough to hear what Harry was going on about, the weight on his shoulders over what he was about to do significantly lessened.

"-And after all he's done to ruin my life, my family, he has the nerve to... to... I don't even know how to describe what Spider-Man did yesterday!" Harry ranted about perceived slights against him, his memory especially selective today. "Oh, hey there Peter." He remarked nonchalantly as he noticed the civilian face of the man who had earned his highly undeserved and hypocritical ire.

"Hey Harry, hey Gwen." Peter greeted the two morosely. "Gwen, do you think I could talk with you for a minute? Preferably alone?" He asked the blonde pleadingly, casting a slightly bitter aside glance to Harry.

"Of course." Gwen nodded somberly. "You don't mind, do you Harry?" She turned to the junior sociopath meekly.

"Sure thing Gwen, just don't take too long." Harry cast a none too subtle glare at Peter before walking off, as if daring him to try anything.

"...I can tell what this is about." Gwen sighed despondently once she was sure that Harry was out of earshot.

"No, I seriously doubt that you can." Peter scratched the back of his head sheepishly. "Now Gwen, before I say or show you anything else, I've gotta say something that I've wanted to tell you for a while now, because if I don't say it now the something else will come up, and I might not have the nerve to say it later."

"What are you talking about, Peter?" Gwen blinked in confusion, the blonde starting to have doubts about why Peter wanted to be alone.

Glancing all around to make sure no one-especially not Harry-was listening or could overhear, Peter surprised Gwen with a sudden hug. Just when she thought things couldn't get any stranger, she heard a whisper in her ear. "I'm Spider-Man." Peter said as quietly as possible before pulling away, but it may as well have been a sudden explosion in Gwen's ear for how shocking it was.

For several long seconds, Gwen and Peter were both frozen in shock. Gwen because she couldn't believe what Peter had told her, and Peter because he couldn't believe he'd managed to tell her without anything getting in the way. As Gwen struggled to try and brush his words off as a joke, she just found herself thinking more and more about just how much sense the idea made. The frequent disappearances, the flakiness, the times he survived sudden super villain attacks and and didn't show up again until after Spider-Man went to town, Spider-Man frequently showing up in her life somehow, the fact that he was the only guy to ever manage to get photos of Spider-Man, despite never showing any interest in or aptitude for photography previously.

In hindsight, that last one really should have tipped her off long ago.

Before she could voice any of her many follow-up questions however, she was shaken from her thoughts when Harry was suddenly thrown-or if his sudden black eye was any indication, punched-into the fountain.

"What the heck?!" Peter voiced in surprise for both of them as the looked up to see Flash stomping over to the pitifully retreating form of Harry.

"C-c'mon Flash, I thought we'd moved past this?" Harry pleaded as Peter instinctively stood between the football star and his victim. "I know I played juiced, but I'm clean now, and I thought you weren't like this anymore anyway."

"Step aside, Parker." Flash warned evenly, completely ignoring Harry's pleas for help. "Believe it or not, I'm actually doing this to help you out." As Flash spoke, a small crowd of onlookers began to gather, one of which, Peter noted tiredly, was a very familiar girl in a white blouse, blue jeans, and purple tinted sunglasses. "If you knew what this dirtbag almost got away with doing-"

"I take it you got an e-mail from someone who goes by the screenname Gali-Girl?" Peter asked reluctantly, getting a befuddled stare from Flash for an answer. "That's what I thought." He sighed as he pinched the bridge of his nose, already feeling a Rhino-sized migraine coming on.

"How did you know about that?" Flash asked in confusion. "And more importantly, if you know then why are you defending this creep?"

Just as Peter was about to flounder for some kind of excuse, he heard a voice. _'Don't react, but I'm talking to you via telepathy.'_ Galacta's voice spoke in his head, startling him for a half a second before he managed to regain his cool. _'Before you can ask why I'm cutting in right now, just know that I know you-probably even better than you know yourself-and I know just what a horrible liar you are, which is something we're gonna have to work on later. Since we're pressed for time right now though, I'm gonna cut you some slack and coach you through it just this once. Just repeat everything I say, exactly as I say it. Understand? Here we go!'_

"She's a new student," Peter spoke like he was doing a poor job of reading from a script, which he kinda was. "Transferred in a couple months ago, and started up a Spider-Man blog. She tailed me a few times to try and find out how I get so many pictures of Spider-Man for the Bugle. I managed to catch her in the act yesterday, and I was gonna call the cops, but then she showed me the video she obviously sent to you, and I decided against it. As for why I'm defending Harry..." He hesitated, not wanting to say what Galacta was telling him, but unable to come up with anything more solid than just 'This isn't right'. "...I guess it was just a kneejerk reaction." He relented under the pressure the young planet eater was putting on him.

"What video are you guys talking about?" Gwen asked the geek and jock in concern. "Peter, what did Harry do?" She may not have known or meant it, but the fact that she was so quick to subtly accuse Harry of something she didn't even know about spoke volumes about just how wrong this situation was, how far their once strong friendship had fallen, and how much conflict and turmoil was coursing through both her own and Peter's minds right now.

"...I don't suppose you have the video on your phone, or maybe wifi?" Peter asked Flash weakly. "I can't really find the words to..."

"Yeah, I got it, Parker." Flash replied, the sheer volume of sympathy in his voice surprising everyone as he pulled out his phone and handed it to Gwen. "Quick warning though, watching that is probably gonna hurt more than the shiner I just gave Osborn."

As Harry visibly freaked out over the black eye he hadn't noticed until now, Gwen silently freak out over what she was seeing on the tiny phone screen. When the video was finished, Peter did the only thing he could think of, wrapping his arms around Gwen as she cried-and making sure Flash got his phone back-as they both felt a powerful sense of anger and sadness.

"Gwen? Gwen what's wrong!?" Harry panicked as he tried to pry Peter away from her, only to meet with frustration as the young super hero easily kept him at arm's length. "Pete, move aside would ya? That's my girlfriend you're holding." He grunted in frustration.

"Not anymore, Harry." Gwen glared at him with a heart wrenching mixture of sadness and fury. "Not after what you've done. In fact, after today... I'm not even sure I want to be friends with you anymore!" She bit out sorrowfully, eliciting nothing but confusion and a bit of anger in Harry, rather than sadness and hurt like any decent human being would feel.

"What's going on?!" Harry demanded angrily as Peter helped Gwen up and they both walked away. He tried to follow, but Flash, along with several members of the football team who had been given the lowdown, were huddled up in an angry wall of muscle. "Gwen! What did I do? What did Peter say?! Gwen!"

"Stop it Harry!" Peter called back tersely. "Just... stop it, okay? After how you deliberately played the sympathy card on Gwen to keep her from leaving you after your dad faked his death... I don't think either of us can ever forgive you for that." While Harry was left reeling from the combination of how Peter somehow knew that he was manipulating Gwen, and the accusation that his father, the one person who's approval meant the most to him, would stage his death without even telling him, Peter just let out a sigh as Gwen held him even closer. "But even if we can't bring ourselves to forgive you, we don't want to waste the energy it would take to hate you, so this is goodbye, Harry. For what it's worth though, I'll never stop hoping that someday you'll turn it around." With that, Peter and Gwen left, leaving Harry alone with several very angry football players.

"So what's the game plan, Flash?" One of the nicest jocks asked their captain. "A guy like Osborn deserves something special, don't you think?"

"...Nothing." Flash answered after a long silence, shocking his teammates, many of whom were willing to take a little detention, or even suspension from the team to hammer a much needed lesson into someone who would manipulate the feelings of a former friend for their own selfish gain. "He may be a total scumbag, but Parker was right; hating him just isn't worth the effort. Besides, Osborn never could take a hit, juice or no juice." With his bit said, Flash walked away, and everyone else soon followed suit, leaving Harry alone with nothing but his pain and anger.

As Flash was walking away, his girlfriend Sha Shan cut him off and abruptly kissed him. "Woah, what was that for?" He grinned happily.

"For being such a great guy." Sha Shan smiled brightly as she wrapped her arm around his. "Though maybe next time you could try standing up for the little guy without throwing any punches?" She teased him playfully.

"I'll do my best, but no promises." Flash agreed playfully. "I'm only human, after all."

* * *

As Peter and Gwen walked through the halls of the school in silence, trying to pull themselves together after that crazy though necessary incident, they were jumped from behind and pulled into an empty stairwell by Gali.

"Awesome job out there, Petey!" Gali congratulated her lover enthusiastically as she pulled both him and Gwen into a surprise group hug. "You really showed Goblin Jr. what for! And that whole 'you're not worth hating' thing was totally awesome! I don't think Ghandi could have put it better himself."

"Peter, who is this?" Gwen asked as she tried to get her pulse back down to normal.

Glaring at the cosmic being for her lack of tact, Peter reluctantly began the introductions. "Gwen, this is Gali, the girl who I was talking about back at the fountain. Gali, I'm pretty sure you're already familiar with Gwen."

"A pleasure to meet a future sister." Gali introduced herself as she enthusiastically shook a confused Gwen's hand. "So, did Webs here tell you the big news yet?"

"Webs?" Gwen parroted in confusion before she came to her senses. "Oh, you mean the Spider-Man thing? How does she know that?" She asked Peter worriedly.

"I've been keeping an eye on Peter for a while now, remember?" Gali reminded her. "And besides, even if I hadn't done that, it's totally obvious in retrospect. I mean, when the Rhino of all people is able to figure out that going after the only guy to ever get pictures of Spider-Man will inevitably lead him to Spider-Man, then you know you need to do a better job of hiding your secret identity. Not to mention there was a front page article in the Bugle speculating Peter was Spider-Man a few months ago."

"Thank you for those painful reminders." Peter sighed tiredly, all those close calls with his secret identity feeling so much closer now than before. "Look, no offense, but is there a reason for you being here?"

"C'mon, don't you remember what we talked about the morning after the fake funeral?" Gali goaded Peter playfully. "I'm just making sure you follow through on our big plans. Isn't that right, Liz?" She turned her attention to behind the stairwell, causing Peter and Gwen to turn in a panic as a sadly smiling Liz Allen stepped out from behind the stairs.

"Liz!" Peter panicked as he desperately looked around in every nook and cranny to make sure no one else was eavesdropping, mercifully finding nothing and no one else. "What are you doing here?"

"Peter, Gali already explained everything to me." Liz gave a bittersweet sigh. "Well, at least as much as she explained to you, anyway... and maybe even a little bit more."

"Liz, I am so sorry." Peter hastily apologized. "Look, that was all her idea. I swear I had nothing to do with it, and if you just give me a second to explain everything to-mmph!" He was abruptly cut off by a passionate-if brief-kiss from Liz, drawing Gwen's shocked ire and Gali's enthusiastic approval.

"Gali has a point, your excuses were always terrible." Liz smiled at a shell-shocked Peter. Turning to Gwen, she added. "I take it by your reaction that Peter didn't explain the big news yet?"

"I... thought the big news was about him being Spider-Man." Gwen uttered mutely as she tried to figure out what the heck was going on here. "But now I'm thinking that there might be something else going on."

"Smart girl." Gali grinned as she nudged Peter and Gwen together. "You really picked a winner with this one, and honestly, you're one of my favorite future sisters."

"Again with this sister thing." Gwen remarked suspiciously as she turned to Peter for answers. "Do you care to explain what's going on, Peter?"

"I'd really rather not, but I can tell when I'm backed into a corner." Peter surrendered. "Gwen, please don't freak out or jump to conclusions before I have a chance to fully explain, but Gali has this crazy idea in her head-which I do not support in any way," He glanced at the young planet eater, who coyly waved hello. "That I should... start having... a very... open... relationship." He barely managed to explain before his throat locked itself shut from the stress.

"I... see." Gwen acknowledged evenly, doing her utmost to keep in mind that this was Gali's idea and not Peter's. "And... what are your thoughts on this?" She asked him.

"Personally?" Liz cut in, knowing, but not caring that the query was directed at Peter and not her. "I think Peter is a great guy. Flaky, but a great guy. I mean, he's Spider-Man. Constantly risking life, limb, and his social life, all because he feels guilty about how his uncle was killed by a robber he let slip to spite some crooked fight promoter who cheated him out of some much needed and well deserved money. Not to mention that I still really, really like him, and really, really don't wanna let him go, but he really, really wants to be with you. If I could still be with him this way, then I think... given some time and practice... I'd actually be okay with this."

"This was my idea from the beginning, and I'm gonna fight for it as long as I can." Gali shrugged nonchalantly before her eyes softened at Gwen. "But you know, ultimately, this all comes down to you and Peter. If you say no, he'll fight tooth and nail to keep it that way, but if you say yes, then everybody wins."

"She's right you know." Peter told Gwen sincerely. "About your opinion meaning the most to me on this that is. I don't want to do anything to hurt you, Gwen. Lord knows I've already hurt enough people as it is. There are some very threatening reasons I can't make this decision on my own, but just know that I love and support you, no matter what you decide."

"This... this is all just too much." Gwen sighed as she massaged her temples. "Yesterday, my biggest concern was trying to deal with Harry needing comfort, which in hindsight was a little too overacting. Today, I find out that one of my best friends is a manipulative monster, and another is a super hero."

"And I'm the super hero in this equation, right?" Peter tried to provide a bit of levity to this incredibly awkward situation, which Gwen appreciated if her reluctant smile was anything to go by.

"Yes Peter, you're the super hero." Gwen chuckled softly. "Still, Liz has a point. If we do this, and that's a big 'if'," She said sternly. "It would take a lot of work to get it all down. Have any of you even given any thought-"

"Yes." Gali cut her off. "And before you ask any follow-up questions, just know that I've spent over half a century planning all of this, so I'm pretty sure I have all of my bases covered."

The casual admittance of the expanse of time she's spent planning this shocked and amazed Gwen. "How old are you?" She asked in awe as she began contemplating whether or not to call the men in white coats to take either Gali or herself to the Happy Hotel.

"Gwen, you should never ask a woman over 25 her age." Liz sighed as she held the swaying girl steady. "Don't worry too much though, I had a very similar reaction myself when she first came to me, and I imagine things were much the same for Petey?" She questioned her ex-soon to be current-boyfriend.

"Let's just say the answers she gave me when I started asking too many questions were more shocking than my last fight with Electro." Peter winced.

Her patience finally at an end, Gwen surrendered to the madness around her. "I'll give it a trial run for a few weeks." She relented with a bittersweet smile. "I owe you all at least that much for saving me from a horrible relationship with Harry." Throwing caution to the wind, she wrapped her arms around Peter and kissed him deeply, too happy to finally be with the guy she really wanted to pay any attention to Gali and Liz covering Peter's face and neck with kisses.

* * *

Unknown to our budding harem however, after being beaten, humiliated, and publicly dumped, Harry had called his limo to pick him up. As the soggy sore loser ditched school, he quickly began plotting his revenge.

"They think they can make a fool of me?!" Harry hissed as he typed frantically at his laptop. "They think they can drag my dad's name through the mud?! Well they've got another thing coming! Spider-Man, Peter, Gwen, that Gali-Girl, they're all gonna pay!"

Now Harry may not be the smartest or strongest wannabe villain by any stretch of the imagination, but he was by far one of the most unstable and self-obsessed, and if there was one thing he had going for him that most wannabes don't, it was a rich father that he knew how to steal useful stuff from. Case and point, the hacking software he nicked from his labs to get early access at his inheritance, and the fact that he knew about almost all of his father's secret accounts.

"Now let's see here," Harry remarked as he cross referenced 'Spider-Man' and 'Criminals' on Google, getting a few hundred different names for results. "Eenie Meenie Miny Moe, which goons will make bail with my dad's dough?"

* * *

 **After School**

"Woohoo! Yeah-ha!" Spider-Man whooped as he swung around the New York skyline. _'I cannot believe just how well things are going for me today! Gwen and I are finally an item! And I'm also dating Liz and Gali, and they're all totally okay with this, at least for now, which is a little weird, and a little awesome, but I can live with that. Not to mention that it's only a matter of time before that slimeball Osborn is forced to crawl out of whatever rock he's hiding under. Granted, Harry ditching school and totally hating my guts is a major downside, but considering how bad my usual luck runs, this is actually like winning the lottery for me.'_

 ***Spider-Sense!*-Someone's cutting your web!**

"And of course it couldn't last." Spidey sighed dejectedly as he instinctively flipped onto a wall and catapulted himself to the roof, the knife that was thrown at his web getting caught in the sticky line it would have cut if it were still held taught by his weight. "A knife thrower, really? I've fought lions and rhinos and, well, not bears, but at the rate I'm going, it's really only a matter of-"

 ***Spider-Sense!*-Duck!**

"Hey!" Spider-Man protested as he bent backwards to avoid another projectile knife, easily tracking its trajectory to find the source. "Don't you know it's rude to interrupt a hero mid-quip?" He lectured as he ran towards the water tank his now fleeing attacker had hidden behind.

"Oof! Hey-what the?! Spiderrrr!"

"That voice! Oh no." Spider-Man sighed sadly as his run slowed to a slouching walk. _'Why did it have to be her? Why? Just when things were going so well._ _'_ He thought to himself as he arrived to see Black Cat stuck in a web on the floor. "Hey there Cat, what brings you here?" He asked morosely.

"None of your business!" Black Cat growled as she tried to unstick herself, only to get even more stuck. "How did you set this trap here? You didn't even know I was here until a moment ago!"

"When you threw your second knife I noticed where it came from." Spider-Man explained to her as he tried to help her out, only to dodge a sloppy right hook in the process. "So, while I was dodging Matrix-style, I fired a web on one side of the water tank, and chased you around the other. Not the best gamble in hindsight, seeing as you could have easily jumped to another roof, but I was actually kinda hoping you were just some thug who was good at throwing knives and not much else." _'Guess this is what I get for thinking this was my lucky day.'_ He thought, the fact that he couldn't bring himself to quip a sign of just how much he hated this situation. "What are you doing here anyway, Cat? I know we didn't exactly part of good terms last time but-" He stopped as the Itsy Bitsy Spider began playing. "Excuse me for a sec, I gotta take this." He apologized sheepishly as he answered his phone. "Talk to me."

"Peter, it's George." His new girlfriends' father whispered in a hurried tone. "I don't have to explain the details or answer questions, but I need your help. I just got a call from my wife saying that Gwen has been kidnapped!"

"What?!" Spider-Man panicked, completely forgetting about everything else as he began contemplating how best to throttle the party responsible. "What happened?! Where is she?! Who took her?!"

"Calm down Peter, I'm getting to that." Mr. Stacy silenced his questioning. "Look, I don't have time to beat around the bush, so I'll come right out and say it. I know you're Spider-Man. Don't ask me how, I'm a police officer, and damn good at what I do, let's leave it at that. I also know that you're the only person I know who can take down that crazy Kraven The Hunter who took her."

"Kraven?!" Spider-Man hissed, subconsciously filing away George's knowledge of his secret identity for later. "How did he get out of jail? I thought he was locked up tight."

"Someone, I don't know who, placed bail for him, but that's not even the strangest part." The good cop answered. "Whoever did it also placed bail for Walter Hardy, the man who killed your uncle."

"They did what?!" Spider-Man shouted in outrage as he turned to Black Cat, her presence and sudden attack against him starting to make sense. "What would anyone want with those two monsters?!"

"I have a suspicion, but nothing definite. What I do know is that whoever bailed them out only picked up Kraven from prison, Walter was picked up shortly after they left by his daughter Felicia Hardy. I'm looking up an address right now. I know I'm asking a lot, especially considering what he did to your family, but do you think you could go there and try and get some answers from them?"

"Don't need to." Spider-Man remarked crossly as he walked over to Black Cat and roughly pulled her upright before slamming her against the water tank. "I've already got his daughter right here, and she's going to tell me everything, or else." With that, the wall-crawler hung up and used both hands to hold Felicia steady. "Alright Cat, we both know your old man is out on the streets where he doesn't belong, and the same guy who bailed him out also bailed out Kraven The Hunter. So unless you want me to throw you off the side of this building right now and see if cats really do always land on their feet, you're gonna tell me everything you know!"

Ordinarily, Felicia would have called his bluff and called him some colorful terms for indirectly threatening the freedom of her father, but something about his tone and how serious even his lenses looked told her that there was at least a 50/50 chance he might actually follow through on that threat. Fortunately for her, she was spared from making the call.

"That's enough, Spider-Man." Walter Hardy called out as he arrived via roof access stairs. "Your beef is with me, leave my daughter out of this."

"Dad! What are you doing here?! I told you to stay at home!" Felicia panicked as Spider-Man abruptly dropped her and ran over to her father with fury in his stride. "You leave my father alone, you wall-crawling freak!" She shouted as she lunged at Spider-Man, who sensed it coming and jumped, aiming his landing so that he was able to slam an unresistant Walter to the stairwell, leaving a furious Felicia to only watch in fear at what this new, more brutal Spider-Man might do to her father.

"You know something about the guy who bailed out you and Kraven!" Spider-Man hissed through his teeth. "Talk! Where are they?! What do they want with me?!"

To his credit, Walter didn't let his physical pain show as he responded. "Before I say anything on that subject, I'd just like to let you know just how sorry I am for killing your uncle." He remarked with great emotional pain and sympathy, shocking both Peter and Felicia.

"Your... His what?" Felicia could only gape in shock before the reality of her recent words and actions towards Spider-Man gained new context. "Oh God! What have I done?" She whispered as she began to cry in remorse.

"You know, you're the second person today to figure out who I am." Peter seethed. "So if you think you can intimidate me-"

"Not at all, Peter." Walted assured him. "Truth be told, I figured it out when Felicia tried to break me out of jail a few weeks back. I know your reputation, how all the thugs and super criminals you put in jail say the worst thing about you is how you never stop making terrible jokes, no matter how bad things get. And yet you had nothing but harsh words for me. Add that together with that rumor of Spider-Man and Peter Parker being the same person, and well... even if the Bugle publicly debunked it, people who know you well enough could piece it together."

"You know nothing about me, so don't act like you do!" Spider-Man slammed him against the wall. "Now talk! Where are Kraven and his employer?! What's their endgame?!"

"Spider-Man!" Felicia pushed the hero away from her half-choking father desperately. "Peter, please. I get it now, you have every reason to hate my father, but please, don't hurt him anymore than he's already hurting everyday!"

Seeing the desperate tears in Felicia's eyes, Peter realized that in his anger he had gone too far just now, even more than the man who killed his uncle deserved. "Thanks Felicia, I needed that." Peter sighed as his eyes and tone softened to those of the lovable jester she remembered. "But I also need answers." He continued as he crouched down to eye level with Walter. "Who bailed you out, and what did they want with you and Kraven?" He asked again, his tone still firm but much less aggressive.

"I'm not sure." Walter answered remorsefully. "All I know is that I was bailed out to make Peter Parker angry, and a few words I overheard about how Kraven was bailed out to track down Spider-Man and kidnap some girl."

"So they don't know who I am." Spider-Man hummed thoughtfully. "But why go after both of my identities then, and what about Gwen? This doesn't make any sense."

"There's one other thing I managed to catch." Walter added hopefully. "Kraven said that he knew who you bought your powers from. Some scientist named Warren."

"Bought?" Spidey blinked his lenses in confusion. "I'm a teenager, how could I possibly afford super powers?"

"I suspected as much." Walter chuckled darkly. "With the way he was talking, it seems like he bought his, and I would not want to be this Dr. Warren fella when Kraven finds out he was lied to." He grunted slightly as he got up. "Well, that's all I know. It may not mean much from me, but I hope you stop them before it's too late. Also, it may make you angry to hear this, but I'd like you to do me a favor before this all inevitably falls apart and I go back to jail."

"I am not doing you any favors." Spider-Man glared at Walter.

"It's not really for me, it's for my daughter." Walter assured Spider-Man. "Don't hold my actions against her. I made my choices, and she has nothing to do with that. Besides, I know she's sweet on you, and I know you'll treat her right." He grinned playfully.

"Dad!" Black Cat blushed hotly.

"I know she isn't you." Spider-Man declared sternly. "She will never be you. I'd sooner die than let that happen."

"That's more than I have a right to ask for." Walter remarked contentedly. "Don't worry about me, I'll be sure to hand myself over to the police and explain as much as I can, omitting certain details of course." He gave a knowing nod to Spider-Man as he left down the stairs.

Sniffing sadly as she watched her father leave her forever for the third time, Felicia turned to Spider-Man with renewed-if shaky-fire in her eyes. "So... are we going to catch this Kraven creep, or what?"

"You're actually going to help me?" Spider-Man remarked in surprise. "You're not still furious about the fact that your dad is going to rot in jail forever?"

"Don't get me wrong, I'm still angry." Felicia remarked crossly. "But it's mostly at myself now. I've done wrong by you Spider, and now I've gotta start making things right. So, any idea where this Dr. Warren guy is?"

"I have two leads." Spider-Man remarked. "But it would probably take too long to check both."

"Then maybe I can help." Another new voice cut in as a woman with red hair and a mask in a predominately yellow jumpsuit flew up to them. If that wasn't shocking enough for the two heroes, the woman also looked like she was on fire. "The name's Firestar, and I think I may be able to narrow your search down a bit." She grinned as she pulled out a cellphone.

* * *

 **Meanwhile - The Former Lab of The Conners**

"Please, I'm begging you!" A heavily beaten, bloodied, and bruised man with several missing teeth in a lab coat pleaded desperately as he struggled in futility against his restraints. "I already told you that Spider-Man didn't tell me his identity when he bought his powers from me. I don't know anything!"

"Harry, please! This isn't you!" Gwen tried to reason with the increasingly angry and frustrated teen, struggling as she was restrained by Kraven. "I know you've made a lot of mistakes, but if you keep this up then it'll be too late for you to fix things!"

"I am fixing things, Gwen!" Harry growled in frustration. "As soon as this tight lipped cheapskate tells me what I want to know, then I can get my revenge on Spider-Man, and everything can go back to the way it used to be. Now talk already!" He demanded as he slammed the sharp end of a claw hammer into the back of Dr. Warren's hand, eliciting a sharp yowl of pain from the crooked scientist.

"Please, let me go." Gwen pleaded with Kraven desperately. "Why are you helping him with this? Aren't you just some super hunter?"

"Kraven is the greatest hunter in the world!" The giant cat man boasted proudly. "But he is also a man of honor. If I have a debt to pay, I will do what I must to repay it, even if it is distasteful." He glanced at the unhinged teen in silent disapproval as he beat more teeth out of the evil scientist.

"Oh really? So then if I pay you a quarter will you get me a gumball?" Spider-Man quipped as he jumped down from the skylight, his eyes scanning the room and spotting Gwen and, much to his displeasure, Harry. "I was really hoping you weren't gonna be involved in this, Harry." He frowned sadly at how quickly his former friend was spiraling out of control.

"Spider-Man! Get him Kraven!" Harry demanded hotly.

"With pleasure!" Kraven grinned as he tossed Gwen aside and lunged forward, sending her crashing into a wall of glass cases.

"Oh, I know you did not just hurt a lady!" Black Cat cut in as she dropped from the skylight and landed a spinning ax kick on Kraven's head, backflipping into a crouching position as the hunter was seeing stars.

"What?!" Harry seethed furiously as he grabbed Dr. Warren by the lapels of his coat. "Is she another one of your customers?! Talk!"

"I don't even know who she is!" The doctor sobbed pitifully.

"Oh, while we're on the subject, I'd just like to clear something up." Spider-Man chimed in before slamming a roundhouse kick into Kraven's chin sending him staggering back towards Harry. "I got my powers in a lab accident, the keyword here being 'accident'. I didn't pay for my powers, I'm on a shoestring budget for crying out loud!"

"You dare lie to Kraven?" Kraven growled at the increasingly terrified scientist. "No one deceives Kraven and lives to tell about it!" With a savage roar, Kraven used his claws to slash the throat of the deceitful Dr. Warren, leaving him to slowly choke to death on his own blood as he turned his attention back to Spider-Man and Black Cat.

"Whoa! Dude, time out!" Spider-Man protested as he and Black Cat somersaulted over over a charging Kraven and landed dual kicks to his butt on their way down. "I know he was a lying con artist who sells superpowers to criminals, but that was just uncalled for. I thought you were supposed to be sporting about what you hunt, or something like that."

"Kraven is only a sporting hunter for sporting prey." Kraven growled as he lifted a desk over his head menacingly. "I have no patience for-GAAAAHHH!" He was cut short as a surge of fire blasted into his back, causing him to collapse in pain, the desk falling on his head and knocking the already woozy cat man out immediately afterwards.

"I'm sorry, was I supposed to wait for a signal, or something?" Firestar remarked sheepishly as she somewhat clumsily flew down from the ceiling. "I'm still kinda new to this hero thing, so when I saw a chance I just took it."

"Not at all, I'd give you a nine out of ten." Spider-Man remarked. "I especially like how you timed it just so to make the desk fall on his head. Little tip though," He gestured to Dr. Warren, who was now in his final death throes. "In the future, try to step in **before** there are any casualties, okay?"

"But he was a mad scientist." Firestar pointed out innocently. "Doesn't that mean we don't have to care what happens to him?"

"Try not to think like that, okay?" Black Cat scolded her gently. "A life is a life, and every life is important to someone out there."

"And I cannot tell you how glad I am that you've finally learned that." Spider-Man remarked in exhilaration. "Now if you don't mind, there's still the matter of-"

 ***Spider-Sense!*-Behind you!**

"Aaaahhh!" Gwen screamed as Harry came barreling in clumsily on a glider he stole from his dad's lab and snatched her up. "Let got of me, you creep!"

"Gwen!" Spider-Man gritted his teeth as he, Black Cat, and Firestar glared at the haphazardly balanced young Osborn, who was currently holding Gwen tightly. "Let her go right now, Harry! You've done a lot of bad things, but it's still not too late for you. Just put her down, and we can talk this out." He tried to placate the unstable teen, his compassion winning over his common sense once again.

"You'd like that, wouldn't you?" Harry replied tersely as he adjusted himself to make sure he had a good grip on his hostage. "Talk me down, clear my head, maybe try and make me forget how you slandered my father?!"

"You mean that web sign he put up downtown?" Black Cat shot back. "From what I understand, your father brought that on himself."

"You mean like how your dad brought his life sentence on himself?!" Harry countered viciously, eliciting a pained wince from the cat burglar. "That's right, I know all about what a daddy's girl you are. I should know, after all, I'm the one who bailed him out. You should be thanking me right now, yet here you are, working side by side with the reason he got locked up in the first place, and..." He paused as he blinked a few times at Firestar. "I'm sorry, I don't believe we've had the pleasure of meeting before, miss..?" He gestured cordially.

"The name's Firestar." The fire slinger answered. "I'll be sure to brand it on your face so you won't forget, you mood swinging slimeball!"

"Stop calling me names!" Harry stomped his foot angrily.

 ***Spider-Sense!*-The glider is unbalanced!**

Acting on instinct, Gwen stomped on Harry's foot and flipped them both off the glider, sending the glider spiraling out of control as Gwen angled herself and Harry so that he'd cushion her fall when she landed shoulder first on his stomach, knocking him out from the pain.

"Gwen!" Spider-Man panicked as he rushed over to his girlfriend and slowly helped her to her feet, pausing for only a second to make sure Harry was out cold. "Are you alright? Did he hurt you? How many fingers am I holding up? What's the capital Illinois?"

"In order," Gwen couldn't help a slight chuckle as she brushed his concerns off. "I'm fine, he didn't hurt me, Three, and Springfield."

"Okay, you're good." Spider-Man breathed a sigh of relief, before he remembered he had company. "Oh right. Gwen, this is Black Cat and Firestar. Firestar and Black Cat, this is Gwen Stacy."

"Thanks for the save." Gwen remarked as she shook Black Cat's hand, before getting a surprise hug from Firestar. "Okay, I see you're a very friendly hero." Gwen laughed awkwardly as she returned the hug for a moment before it got awkward and she pulled apart from her. "By the way Pe-err, Spider-Man," She quickly corrected herself. "There's something I need to talk with you about-"

"Before any of that, there's a huge elephant in the room I need to address!" Firestar announced. "Black Cat, real name Felicia Hardy, on behalf of Petey here, I'd like to officially welcome you to the Spectacular Spider-Harem!" She declared dramatically as she wrapped Felicia, Gwen, and Peter in a big group hug, leaving them very much confused.

"What the-how does she know who you are?" Gwen asked Spider-Man worriedly.

"And did she just say harem?" Felicia glared accusingly at Spider-Man.

"I'd actually really like to know the answers to both of those questions too." Spider-Man remarked, utterly baffled by this turn of events.

"Maybe this will refresh your memory." Firestar smirked as she pulled up his mask just enough to kiss him deeply.

When she backed away, Peter's eyes widened in shock and recognition. "Liz?! Is that you?"

"Absolutely, Petey!" Liz/Firestar grinned as her hair faded from a vivid red to the usual brunette. "What do you think? I make a pretty good redhead, huh?"

"What the-? How the-? What the-?" Peter stammered in confusion. "I thought your brother was the fire slinger in the family, no offense." He immediately apologized, not wanting to dredge up any painful memories for her.

"None taken." Liz remarked as her hair switched back to red. "As it turns out, my brother's powers weren't created by the experiments he subjected himself to, they were already in his DNA from birth, and mine too. The experiments just gave Goblin an on-off switch for his, whereas Gali explained the whole thing to me, helped me get the hang of my powers, and is even helping my brother regain control over his as we speak."

"That's... great Liz," Gwen noted hesitantly. "But... how could you have been born with powers, let alone not know about them until now?"

"I think I've heard about this before." Felicia added curiously. "You're a Mutant, aren't you? A subspecies of human born with a unique genetic sequence that grants super powers." Noticing the baffled stares she was getting from Peter and Gwen, she shrugged. "What? I'm not just a cat burglar with super model good looks, you know. I'll have you know that I happen to be very well informed as well."

"The genetic sequence you're thinking of is actually called the X-Gene." Liz lectured. "And technically, not everyone who has it has abilities you could really call super powers. Some might just have odd quirks that may actually get in the way of daily living, like invisible skin, or purple hair that grows slightly faster than normal."

"Not that this hasn't been very informative," Gwen interjected. "But we're getting a little off-topic here."

"She's right, you know." Gali remarked as she suddenly appeared out of thin air behind Gwen, startling her and everyone else who was still conscious. "There are still a few loose hanging threads. Like Felicia not knowing about the Spider-Harem Plan, or Gwen being confused about her own powers."

"Okay, I know I didn't hear anything wrong this time." Felicia glared at Spider-Man. "Explain. Now."

"...Gwen has powers?" Peter whispered in astonishment, barely even hearing Felicia. "Since when?!"

"Since she crashed into that tank over there and I sped up her metabolism a bit to circulate the spider venom through her body." Gali shrugged nonchalantly. "By the way, here's your costume." She smiled brightly as she handed Gwen a black and white costume resembling Spider-Man's suit, with small portions of the standard red webbed pattern on her underarms and in the lining of the added white hood.

"...You... you knew this would happen, didn't you?!" Gwen turned to Gali in shock and anger. "You knew, and you didn't do anything?!"

"I didn't know." Gali adamantly defended herself, before mischievously adding. "But I was kinda hoping."

"Listen, whoever you are," Felicia stormed over to Gali. "I don't know who you are, or what your game is, but unless you have some power to spontaneously generate stylish clothes out of thin air, your defense doesn't have a leg to stand on. Also, this is the last time I'm going to ask nicely. What is this Spider-Harem Plan of yours?!"

"Felicia, provoking her may not be the best idea." Spider-Man cautioned her, though he went ignored.

"For your information, not only **can** I generate clothes out of thin air, but there's so much more I can do than that. For instance," Gali grinned as she pointed index finger at Felicia, causing her breasts and hips to each grow about three sizes larger, while adding a noticeable v-neck to her spandex. "Much better. Now you're looking like a real femme fatale."

"How did you do this to me?!" Felicia panicked, even as she made a mental note to get a better look in a mirror later.

"And could you possibly do it again?" Firestar asked hopefully.

"Maybe some other time." Gali shrugged as she pointed her finger at Gwen, instantly changing her into her new costume. "For now though, it's time for Spider-Girl to make her first public appearance." She grinned as she pulled out a camera.

"Spider-Girl?" Gwen protested. "How come Peter gets to be Spider-Man, but I get stuck with Spider-Girl? Shouldn't I be Spider-Woman?"

"Really? That's what you're complaining about?" Peter slapped his face in exasperation. "What about the fact that you apparently have Spider Powers now? By the way, we still haven't seen any proof that you actually-" He trailed off as Gwen promptly demonstrated a backflip to the ceiling, where her feet firmly stuck. "...Okay, I'm convinced now."

"Getting used to powers isn't exactly hard." Gwen/Spider-Girl shrugged. "Especially when you have a boyfriend who already explained how he first got used to the same powers."

"Lucky." Liz sighed as she shared a glance with Peter. "I wish we could bond like that." She shrugged before kissing Peter on the cheek and flying over next to Spider-Girl.

Felicia glanced quizzically at Gali. "...Let me guess, you're in on this too?" She questioned, already half aware of the answer.

"Who do you think got this started?" Gali grinned as her clothes faded away in a purple light, quickly being replaced by a female version of the most feared outfit in the universe, much to Felicia's shock. "Now are you gonna get in there, or do I have to tickle you until you do?"

Staring at Gali in shock, Felicia panned her view from her, to Firestar, who didn't look at all surprised, to Spider-Girl, who looked as surprised as Felicia felt, to Spider-Man, who could only shake his head in exasperation. After a brief moment to contemplate her life thus far, and where it looked to be headed, she struggled and failed to suppress a chuckle. "You know what? Life is too short to worry about the small things. Count me in." Flipping through the air so that she landed right in Spider-Man's arms bridal style, she grabbed his face and kissed him deeply and passionately, leaving him struggling for air as he tried to stay upright. By the time they parted, Peter's face was as red as his mask. "Piece of advice, Spider, next time someone kisses ya, remember to put your mask back on." She teased him.

"Noted." Spidey remarked as he made a point of emphasizing pulling his mask back down, in an effort to hide his embarrassment at forgetting to put it back on after Liz took it off. "You can get down now."

"No thanks." Black Cat purred as she nuzzled him cheek to cheek. "I'm fine right where I am."

"I was afraid you might say something like that." Spider-Man sighed as he stood together with Firestar and Spider-Girl.

"Alright everyone!" Gali grinned as she adjusted her camera. "This is for both my blog, and the Bugle, so smile real big and say 'Planet Eater'!"

"Planet Eater!" The four heroes in the frame couldn't help but chuckle as the flash went off.

* * *

 **Meanwhile - An Undisclosed Location**

"Worthless!" A red skinned woman grunted as she slammed the young brunette woman Spider-Man had saved from a mugger earlier that day into a brick wall, adding to the many cuts and bruises she already had. "I gave you an exact time to be back here by, and you're late!"

"By two minutes!" The girl growled as she pulled herself up, her wounds curiously already starting to heal. "I got sidetracked by Spider-Man."

"Spider-Man!" The red skinned woman panicked, lunging at the girl and slamming her against the wall, her hands firmly around her neck. "He didn't follow you, did he? Because if I find out he did-!"

"He didn't even know who I was!" The girl gasped for air as a metal blade suddenly extended from her foot, which she tried to stab into the other woman, only for it to uselessly trail sparks across her undoubtedly hard skin. "He just thought I was a victim of some random mugging."

Searching the girl for any deception, the red skinned woman apparently found none, and dropped her to the floor, leaving her to gasp for air to fill her lungs. "Good, you at least managed to do something right! Next time though, don't let some random street punk get the drop on you!" She punctuated her statement with a swift kick to the girls' stomach, leaving her in a coughing fit. "However, since this little stroke of fortune works in our favor, I'll let it slide, just this once."

"Go to Hell, bitch!" The brunette growled as she spat blood at her tormentor, getting a solid kick to the face for her trouble.

"Watch your tongue, you miserable mutt!" The bitch hissed. "I was showing mercy because you running into Spider-Man will make it easy for you to track his scent. Don't let my gifts go to waste again!"

"My next target*cough*is Spider-Man?" The girl inferred from the words of the red skinned bitch.

"That's right." The red skinned woman grinned sadistically. "Our newest contractor has recently suffered massive setbacks in his agenda due to the wall-crawler, not that his activities are of any concern to you. He wants you to find Spider-Man and make an example out of him. This goes without saying, but make certain that no one sees you and lives. You'll hand the corpse to us, we'll make an example of it. Do you understand, X-23?"

"I understand perfectly... Kimura!" The young feral X-23 growled viciously.


	3. Cast in the Name of God, Ye Not Guilty

**Chapter 3 - Cast In The Name of God, Ye Not Guilty**

"Thirteen days." Peter sighed tiredly as he put his civilian shirt on over his Spider-Man outfit.

"My favorite number." Felicia purred contentedly from his bed, a warm afterglow around her, with only a bed sheet preserving her modesty. "But what are you mumbling about it for?"

"Oh! Felicia." Peter jumped nervously. "You're still here, which means last night actually happened." He didn't know whether to feel happy or upset about that, but he certainly did feel much more energized. _'Thank you Tantric Energy.'_ He thought secretly, glad that the extra energy was keeping him from fainting in shock.

"It certainly did." Felicia grinned like the Cheshire Cat as she slinked impishly out of bed, bringing a vivid red blush to Peter's face. "What's the matter, Spider? Cat got your tongue? Or maybe something else?"

"Is it too late for me to get back in the shower?" Peter asked nervously. "Because I could really use a cold one right about now."

"Aw, you showered without me?" Felicia pouted as she began putting on her catsuit, deliberately being as slow in the process as possible.

"I guess I just figured you may not be interested." Peter offered sheepishly. "You know what they say about cats and water."

"Some species of cats actually spend a good portion of their lives hunting in the water." Felicia countered easily. "But enough with the foreplay, or is it afterplay? I can't really tell. Anyway, what was that you were saying about thirteen days?"

"Oh, that." Peter winced, the thought obviously painful for him. "Well, it's just that it's been thirteen days since Gali came into my life, and turned it all completely upsidedown practically overnight."

"And you're worried about a little thing like that?" Felicia chuckled as she finished slipping on her outfit. "You never struck me as the superstitious type. Besides, so what if it's been thirteen days since you first met and partied with the daughter of the most feared being in the universe? Do you always expect bad things to happen thirteen days after you meet someone new?"

"I don't always expect bad things," Peter explained. "It's just that, well, I'm not exactly what you would call 'lucky'."

"Define 'lucky'." Felicia asked skeptically.

 ***Spider-Sense!*-Be very careful with your word choice!**

"Well..." He hesitated, not wanting the very attractive woman he got 'lucky' with just last night to get the wrong idea. "Ever since I got my spider powers, I've found that it really doesn't pay for me to get my hopes up. Every time things seem to be going good for me, something big comes along and ruins everything. Take us for example-"

 ***Spider-Sense!*-Reverse! Reverse!**

"Hang on, just hear me out before you try to claw my face off." Peter held his hands up defensively. "Things are going really well between us, and not just us, but there's also Liz, Gwen, and even Gali, once you get past her eccentricities. But for all that's going right in my life-and believe me, more is going right for me now than ever before-there's also... other things to think about." He remarked hesitantly.

"You're worried about that Osborn kid, aren't you?" Felicia sighed, both happy and sad that she was able to read her boyfriend so easily.

"How can I not be?" Peter sighed as he leaned back against his desk. "I know you only saw his worst side a few days ago, but Harry and I go way back, I can't help but worry, especially now that he's in juvie."

"Peter, his choices aren't your fault." Felicia reassured him as she gently rubbed his arms.

"Maybe they are, in a way." Peter remarked, his eyes downcast. "Do you know what the staff of the Juvenile Hall said about him when I went to go see him three days ago? They said he was suffering some kind of withdrawal symptoms, and his blood tests came back positive for a drug they'd never seen before."

Felicia knew what he was implying, she'd been told about the formula that Harry used to juice up his strength to make the football team, and about how it increased tempers and irrationality. Still, she wasn't gonna let a good man mope around about it, especially when she knew firsthand how sensitive he was to unfair accusations. "Peter, it's not your fault that he relapsed. If he couldn't deal with the hardships in his life without some dangerously unstable chemicals to numb the pain, then he got exactly what he deserved."

"Even if he was in pain because of me?" He asked doubtfully. "For days, he thought his father was dead because of me, only to find out he wasn't in the harshest way possible, again, because of me. Then, Gwen dumps him because I showed that video of him manipulating her. I know it wouldn't have been fair to Gwen if I'd just kept quiet, but I should have found some way to get his lies to end without stooping to his level, or hurting him anymore than he already was; but maybe part of me wanted to hurt him, to give him that one last push over the edge that he clearly didn't need. I should have-mmph!" He was cut off as Felicia gave him a brief, but deep kiss.

"Better?" Felicia asked when they had parted, getting a brief but uncertain nod from Peter in return. "Good, because now that you're done pointing out all the reasons this is your fault, I'm going to point out all the reasons this isn't your fault. First of all," She began counting off on her fingers. "It was the Goblin's call to fake his death and traumatize both you and his son, you had nothing to do with that. Second, when you put that web sign up, you were drunk off your ass, and grieving more than usual. Third, even if you weren't drunk, you still would have put that sign up, because it was the best way to let people know that Osborn was still out there, and still being a monster. Fourth, when you let Gwen know what Harry was up to, you weren't stooping to his level, and you weren't doing it just to enjoy it-though no one would blame you if you did. You were just showing everyone what level he was already at, and if you hadn't, Gwen would still be dating a manipulative jerk, she wouldn't have powers, and you wouldn't have access to police radio and files through her dad, which would have made your many assaults against Tombstone's crew over the last week impossible. Seriously, have you seen how much fun she has beating up thugs in that costume? She's even started quipping for crying out loud." She joked, managing to get a laugh out of Peter.

"Yeah, she is pretty good at it, both the fighting, and the quipping." He grinned as he recalled how much they riled up Tombstone's thugs when they raided one of his weapon caches two nights ago, those guys looked two seconds away from turning themselves in just to get away from the horrible jokes. "And we have been getting closer and closer to shutting down his operations for good lately."

"My sentiments exactly." Felicia smiled, happy to see a spark of happiness return to Peter's face. "And don't forget the raid we pulled off yesterday, you know the one."

"That reminds me," Peter stared skeptically at Felicia. "You did leave all the jewelry for the police to pick up, right?"

"Ask me no questions, and I will tell you no lies." The cat burglar danced around the subject, subtly inching towards the window as she did.

"Felicia." Peter remarked sternly.

"Oh, come on!" She pouted as she reached into her cleavage, and pulled out a very nice necklace with more than a dozen jewels of various sizes embedded in it. "It's just one little necklace, the police will reimburse the jewelry store for it, and you know I wouldn't be your favorite pussy if I didn't skim something off the top." The innuendo was not lost of Peter, who felt a powerful shiver go up his spine.

"Okay, new rule. Sex related quips are for use in foreplay only, no morning after stuff unless we both have a free day, which I do not." He wasn't saying this be rude, a prude, on time for school, or a stickler for the rules, but because of the simple fact that he knew very intimately what she was capable of, and how little control he'd have over himself if she really got going. "Now, if you'll just be on your way, I'd very much not like to have to explain to my aunt what the world's hottest thief is doing in my bedroom in a catsuit."

"Only if I get to keep the necklace." His favorite pussy grinned.

"Deal." Peter accepted without hesitation, wanting to put off explaining his situation to his aunt as long as possible. It's not like the necklace had actually belonged to anyone, and it would also serve as a more expensive present for her than he could ever afford himself.

"And anything else I can nick without you noticing on future raids."

"Don't press your luck." He remarked firmly as he ushered her out the window, though she happily noted he didn't explicitly say no.

"Alright, alright, I'm going." She chuckled playfully. "But really now, sending me out the window like you're ashamed of me? A real gentleman would escort a lady to the door and introduce her to his aunt, and I even picked out such a nice present for her." She pouted as she gave him a DVD case with a little bow on it

"We both know flipping across rooftops is more your style, and that you love this kinky stuff." Before she began bounding home across the rooftops however, Peter remembered something important. "By the way, before I forget how have you been managing your acrobatics ever since... you know?" He hesitated, not knowing the safest way to broach the subject, if such a way even existed.

"You mean since my cans got bigger?" Apparently there was such a way, if Felicia's casual reference to her new, more vivacious figure was anything to go by. "Pretty well actually, I've found that they serve as excellent ballasts." With that and a flirty wink as her goodbye, she was gone without a sound.

"...And now I'll never be able to hear the word ballast again without feeling all kinds of weird." He sighed as he took a casual look at the case Felicia had given him. Noticing that it had a small note attached, he decided that even if it was a joke, it would be best to check the contents of the gift before deciding whether to actually give it to Aunt May, or throw it away and possibly burn it in shame and embarrassment. _"Dear May Parker, Pete said you were having heart problems, hope this helps. Signed, F.H"_ Removing the bow, Peter saw that it was a DVD of yoga exercises, highly recommended by doctors, especially for the elderly and those with heart conditions, and still in the original cellophane, so it couldn't be some kind of gag gift. Not that Peter didn't trust Felicia, she just had her own way of doing things, and being an incredibly thoughtful girlfriend was apparently one of them.

"I let her keep a stolen necklace worth at least a few grand, she gives my aunt a yoga video, and yet somehow I feel like the cheep one." He grinned as he leaned out the window, unaware he was being watched by sinister forces.

* * *

 **Across the Street - Rooftops**

X-23 did not consider herself an impatient person. For that matter, she did not even really consider herself much of anything, except maybe a weapon or a wild animal. However, she did have limits, and holding out on a hit due to a frugal contractor wasting over a week negotiating a price that suited him was one of three things that had crossed them on this job alone. So, even though her handlers were supposed to keep her under constant guard so that she did not run away, thus wasting the millions of dollars and almost twenty years that went into making her the greatest weapon on the planet, she still found time and openings to sneak away from her handlers for a few hours at a time at least once a day. Ironically, the skills she used to sneak away were the same ones they had spent her whole life drilling into her head.

Of course, just because she could sneak away did not mean that she knew what to do with herself once she was on her own. She considered that little fact a deliberate part of her training. After all, even if she ran away, she did not no how to properly live in a society of people. She would be able to live indefinitely in the wild with her survival training and natural instincts, but every time that thought came to her it was soon pushed away by the fact that a forest without people allowed for much quicker, harsher, and more conspicuous search and retrieval methods.

So, with nothing else to do, X-23 found herself spying on the superhero who would soon, hopefully, be her target. She had nothing against him personally, but waiting for her handlers to haggle a price that suited them got boring really fast, especially when the process lasted more than a few hours. Honestly, this is the first time prices and terms went on for more than a day, which was surprising, as her handlers usually got tired of hagglers really quickly. Whoever was hiring them this time had to be a genius negotiator.

 _'Likely some form of businessman.'_ X-23 thought to herself. _'Judging by recent newspapers and the timing, most probably this Norman Osborn person that Spider-Man slandered two weeks ago.'_ Clearing the errant thoughts from her head, she continued to observe Spider-Man, whom she had discovered several days ago was also a high school student named Peter Parker. It had not been too hard for her to find him, given that she already had his scent from when they first met in passing several days ago.

 _'I bet all of his enemies wish they had my sense of smell.'_ She choked out a very quick and brief laugh at the thought, scolding herself harshly for letting up her self-control for even a second. That was the second thing she disliked about this job. Even though she was following Spider-Man of her own free will, and was therefor under no obligation to continue, his abysmal sense of humor and mannerisms were infectious, yet addictive. The more she observed him, the more she found herself slipping colorful observations into her thoughts. Where once her only thoughts on her main handler Kimura were; cruel, sadistic, strong, indestructible, and merciless, there were now also thoughts like PMSing, The Unjolly Red Giant, or Tomatoface, none of which were actual words, or even all that clever. This was a severe distortion in her otherwise rigorous and stalwart mind. And while the logical 99% of her mind refused to allow this, the 1% of remaining feral instinct that had not been beaten or trained out of her found the irregularity Spider-Man created in her mind very pleasing.

This led directly to the third thing she hated about this job, which ironically was also the only thing she actually like about it, and one of the few things she ever liked in general. Against her better judgment, she found Spider-Man and his civilian persona Peter Parker to be curious and likable. As Peter he was quiet, overly polite, and somewhat introverted, yet easily approachable, while as Spider-Man he was irritatingly chatty, with little brain-to-mouth filter, extremely extroverted, and impossible to get rid of, no matter how much everyone tried. There was also the fact that he had a tendency to surround himself with several mates, all of whom were willing and even somewhat enthusiastic at the prospect of sharing him as a lover. She may not know much, if anything, about romantic relationships, but she understood that only an alpha could gather so many mates around him without creating friction in the hierarchy. Her feral instincts made her consider what it might be like to be part of it, to be part of something bigger than herself, a pack with whom she would be cared for and pleased as Spider-Man pleased his mates. Of course, things she liked had a tendency to end up taken from her, usually quite violently, at the hands of her creators and handlers. It was especially true in this case, as she knew Spider-Man was her target, yet her subconscious still insisted on learning more about him as a person, rather than as a target, which would make it that much more painful for her to eventually kill him.

It goes without saying at this point that her life thus far has been wrought with pain and suffering that would have broken most people. For every success she had, she was beaten and derided for not doing better, for every time she met their guidelines, she was punished for not exceeding them, for every bit of joy or satisfaction she found in life, her handlers found a way to break it beyond repair. They had even forced her to kill her martial arts sensei Tanaka-one of the only two people to ever treat her with anything approaching human decency-by lacing his katana with her trigger scent-a chemical compound that she was conditioned to fly into a blind feral rage upon smelling.

Sharking all thoughts from her head, she realized that she had been gone for long enough that her handlers would be coming to check on her soon. Without missing a beat, she turned away from the house, pausing only once for a passing glance over her shoulder, and sped off to return before she got in trouble, unaware she was being watched by sinister forces.

* * *

 **Evening - Rented Office Space**

"I've got good news for you, pet." Kimura said mockingly as she held the beaten form of X-23 up roughly by her neck. "I know you've been getting restless these past few days, lord knows I have too, but there's no need to stay here for much longer now." Throwing X-23 roughly across the room and into a wall, which was already stained with some of the young clone's blood, she laughed as she watched her struggle to work through the massive amount of pain she was in to get back up. "A price and method has **finally** been agreed on, and we, or more precisely you, are going to take Spider-Man out tonight."

"Hooray." X-23 grunted sarcastically as she managed to pull herself up.

"Aw, and here I thought you'd be more excited," Kimura trolled evilly. "After all, I know all about where you've been sneaking out to these last few days."

"How did you-rrgha!" X-23 grunted as Kimura landed a solid right hook to her face, sending her flying into the wall again.

"So you **have** been sneaking out! You little **bitch**!" Kimura grinned maliciously as she forced the staggering young mutant into a standing position before punching her in the gut. "I was just bluffing, but you cave way too easily! I'll be honest, that beating before was just because I suspected something was up, but now that I know for sure, I'm gonna break you twice as hard!" Pulling X-23 harshly by the hair, she threw her back into the wall, the tormentor clearly having a preference for that particular spot for whatever twisted reason. "What's the matter, pet? Life here at Weapon-X ain't good enough for ya?"

Though she normally gave up in any confrontation with her indestructible handler after a while, a spark of rebellion that is usually stamped out by now was burning just as strong, if not intensely stronger than it ever did. For the first time since she could remember, X-23 didn't feel like giving up when she knew she was beat. Quite the contrary, something insider her, a small voice she'd never had or noticed before told her that so long as she kept fighting, never giving up, she'd find a way out. She didn't know why she responded the way she did, but in hindsight, she'd credit her response to the influence that stalking Spider-Man had on her. "Actually, I was just going to ask you to aim a little lower. My lumbar isn't feeling so good right now."

"Did you seriously just talk back to me?!" Kimura seethed furiously as she cracked her knuckles. "Seems I haven't beaten all the rebellion out of you yet." Rearing her arm back, she slammed a haymaker right into the face of her victim, sending her back into the wall yet again.

"Is that all you got?" X-23 grinned through the pain as she got back up, her subconscious sending her images she recalled from watching Spider-Man and his pack over the last eleven days. "I thought you were supposed to be tough, not some big red blowhard."

 **"THAT'S IT!"** Kimura shouted as she charged at X-23. However, X-23 had anticipated this response, and spat blood in her eyes mid-charge, sending the blinded woman careening through the wall she'd been slamming the young mutant into before.

"And here I thought seeing red was just an expression." X-23 grinned as her injuries began to mend themselves, glad that using blood to blind enemies was just as effective as webs.

"You're making jokes?!" Kimura seethed as she easily got up and wiped the blood from her eyes. "I thought your target was the one who made horrible jokes in the face of certain death. Have you been talking to him too?!"

"Nope." The still staggering feral remarked, trying to stall for as much time as she could to let her injuries heal. "He just has a really infectious personality."

"Aww, does the widdle pet have feelings for her next mark?" Kimura asked mockingly as she trudged forward menacingly.

Reading the body language of the red-skinned monster, X-23 saw a potential opening and pressed it for all it was worth. "So what if I do?" She retorted tauntingly, causing Kimura to freeze in her tracks.

"What did you just say?" Kimura hissed furiously.

"I am not saying anything." X-23 seized the opening, putting into practice all she had seen of one of Spider-Man's favorite tactics. Riling up enemies and hoping for the best. "Who I want to spend time with is my business, not yours. You do not own me."

"Oh yes I do!" Roaring as she tried to grab the much smaller girl, Kimura was sent tumbling when X-23 suddenly collapsed into a twisted pile of limbs that easily tripped her up.

"Thank you for being stupid." The young girl remarked as her long broken confidence and her recently broken body rapidly healed, though she knew she still needed to buy more time. "I am finding it much easier to deal with you now. Ha ha ha." She laughed in a mocking monotone.

"Laugh at me, will you?!" Kimura growled as she got up and pressed a panic button on her wristwatch, bringing in several armed guards. "Let's see how the mutant freak fares when I've got numbers on my side!"

 _'Not good.'_ X-23 silently panicked as she was quickly backed into a small kitchen, the many guns trained on her position causing her hopes of escape to plummet. _'I was outmatched before, but now there is no way out. At least I know they will not kill me, I am too valuable of an investment to them. I can just try again later... I hope.'_

Let it be known that Peter Parker, and anyone who associates with him in any way, tend to have very bad luck. Friends, enemies, casual acquaintances, stalkers, complete strangers, everyone even remotely associated with the (in)famous wall-crawler tends to have a rotten run of luck, except, ironically, for the people around him most deserving of a bad run of luck. Maybe the universe just hates Peter, maybe there's some divine grand plan that will only work out if Peter's life is absolutely horrible, maybe there's a giant conspiracy with Peter's misery as the linchpin, maybe someone out there is just a straight up sadist with no sense of morality or decency. Whatever the case, or whoever's behind it, failed to account for one thing.

It may have been coincidence that the Weapon-X project rented office space in the same building as a notorious crime ring. It may have been coincidence that this crime ring had made some very dangerous enemies recently. It may have been coincidence that these dangerous enemies didn't give a crap about laws, legal procedure, or even their own well-being and safety. It may have been a coincidence that the police got an anonymous tip that the building was currently being attacked by those very dangerous enemies. It may have been a coincidence that Spider-Man and Spider-Girl were listening to police radios when the call went out. It may have been a coincidence that all these seemingly unrelated coincidences were happening at the same time as X-23 was trying to make her escape. It may have been a coincidence, but it wasn't; fate, or whatever you want to call it, was not nearly so kind as to allow all these things to happen all at once, but something far more powerful than fate had arranged for all these things to be so, and fate was just gonna have to suck it up and take it like a man. What was this greater power, and why was it getting involved, you may ask? The answer is simplicity itself.

Galacta can be a violently protective girlfriend.

Just as Kimura was about to close in and violently reestablish the pecking order, X-23 ducked low to the ground with her head covered in a turtle position. Thinking that her favorite victim had just given up and settled for trying as best she could to minimize the pain, the cocky sadist grinned as she began plotting all the ways to make her suffer for thinking she could escape, unaware in her arrogance that the young mutant had crouched down for an entirely different reason.

"What's the matter, little freak?" Kimura grinned as she pulled out a gun. "Afraid to take your-" She got no further in her taunting, as the live grenade that only X-23 had spotted rolling into the center of the crowd of guards just seconds before went off, blowing all of the guards into bloody chunks, and sending the invulnerable Kimura hurdling through the wall, and out into the streets, where she screamed all the way from the seventh floor to the pavement.

As the dust began to settle, X-23 hesitantly raised her head and glanced around. Because the ringing in her ears was minimized due to having kept them covered, she was able to hear several voices cutting through the dust.

"I don't think this was his office." A gruff and gravely male voice remarked.

"They were armed, thuggish, and the girl was in trouble." A cold and stern female voice noted sarcastically. "This neighborhood is Hell's Kitchen, is it any wonder the same building is being used by multiple gangster crews? Hey!" She protested as a familiar thwip cut through the air and pulled something metal to the ground with a clatter.

"Okay, I know this is a bad neighborhood and everything, but setting off bombs in an office building filled with armed thugs is a bit much." Another, more gentle and unsettled female voice remarked in disgust.

"And yet, I can't help but get the impression that these two are just as surprised by all the-now painfully dead-armed thugs as we are." A stern a judgmental male voice that X-23 would recognize anywhere remarked, causing her to look up in a bizarre mixture of shock and delight as she was pulled to her feet and ushered behind a very welcome male figure clad in a spider-style red and blue suit, as well as an equally welcomed female figure garbed in a similar outfit of black and white with a hood. "Hey there, are you gonna be okay?" He asked worriedly.

X-23 could only nod as her gaze shifted from the web-slinging duo, to the pair of heavily armed killers garbed in black shirts with stylized skulls painted on them, and back again. "God... I am sorry I ever doubted your existence." The young mutant spoke to the sky, unable to find any possible explanation for the sudden and impossibly fortuitous turn of events other than divine intervention.

 _"You're welcome!"_ A happy female voice responded from everywhere, yet nowhere, scaring everyone in the room into complete silence.

"Frank... do you think that was actually..." The armed redhead hesitantly questioned her gruff, testosterone fueled partner.

"It wasn't," Spider-Man groaned as he and Spider-Girl simultaneously slapped their faces in exasperation. "Believe me, I know."

"You know God?" X-23 turned to Spider-Man in shock and awe, her respect for her sort of crush skyrocketing.

"That wasn't God." Spider-Man denied bluntly. "Believe me, if it was, I'd have a few choice words to say to him, or her, or it, or whatever it is God is."

"I don't believe in God, but if I did, I'd share your sentiment." Frank Castle aka The Punisher remarked gruffly. "And we're wasting time here. Rachel, let's get going before Poulsen decides to make a break for it." Just as the duo was about to make a break for it however, Spider-Man and Spider-Girl webbed up the only door out.

"And just where do you two think you're going?" Spider-Man questioned. "Besides a jail cell for two, that is."

 _"Spider-Man, let them go."_ The voice interjected as the web blocking the door spontaneously burst into flames, allowing the Punishers to make a break for it.

"What the-?! Gali!" Spider-Man protested as he, Spider-Girl, and X-23 sprinted after them. "What was that for? And why is this girl following us? There are so many things wrong with what's happening right now."

"I am not sure why I am following you." X-23 answered, just as confused by her own actions as Spider-Man. "A reflex?" She guessed uncertainly.

 _"I let them go because their actions are something you need to see."_ Gali explained apologetically. _"I'm sorry if murder isn't your solution, but you need to understand that it is a solution, as well as how it works."_

"I know how murder works," Spider-Man insisted crossly as the sound of gunfire coming from the next floor up prompted the trio to rush up the stairs. "It's a horrible thing that does nothing but cause pain, and can never be undone. And will you stay here?!" He turned to X-23 in exasperation. "It's gonna get crazy up there, and civilians shouldn't get-" He stopped short when the young mutant unsheathed the talons in her right hand and ran them across her left arm, holding up her arm to let the two Spiders watch it heal in seconds. "-And I guess that doesn't apply to you, does it?"

"I was trained for years to be an expert assassin." X-23 remarked casually, though upon seeing the horrified expressions on the masks of the Spiders-and making a mental note to ask how they did that-she amended her statement. "It was not by choice." Her bitter tone in the remark seemed to satisfy the Spiders for the moment.

"We can split hairs about this later." Spider-Girl said to focus her male counterpart. "Right now we have to stop the Punishers."

"Fine," Spider-Man relented. "But no killing anyone." He strictly instructed X-23.

"I make no promises." X-23 deadpanned as she rushed past the Spiders and into the fray, casually slashing the gun hand off of a thug that was about to shoot her.

"This is not going to end well. At all." Spider-Girl frowned as she and Spider-Man flipped into the shoot out, both of them using their Spider-Sense to avoid the many guns going off around them, and trace them back to the thugs firing them, quickly knocking them out with a quick punch to the temple each, and breaking their guns. Doing their best to keep their lunch down whenever they caught a glimpse of a man that had a hole in his head, or screaming his head off with half an arm missing, the Spiders quickly caught up with the Punishers.

"Finally we can put an end to this!" Spider-Man expressed in relief as he and Spider-Girl caught the murderous duo in a pincer attack. "Alright you two, we can do this the easy way or the hard way, take your pick!" He declared harshly.

"This doesn't concern you stupid kids." The redhead-Rachel, Spider-Man remembered The Punisher calling her-remarked blithely as she drew a handgun on the young man. Oddly enough, his Spider-Sense didn't register any danger to himself even as she pulled the trigger.

"Wait, what did you just shoot at?" Spider-Man questioned in confusion when a pained groan from behind him caught his attention. Curiosity getting the better of him, he dared to glance back and saw a thug he'd webbed up just seconds ago bleeding out. At once, Spider-Man understood exactly what happened; the gun didn't set off his Spider-Sense like he was used to because it wasn't aimed at him in the first place, and thus wasn't a threat to him, but the dying man behind him wasn't so lucky. "You monster!" He roared as he lunged at Rachel in his rage, disregarding the entrapping formation and giving The Punisher an opening to slip past Spider-Girl as she tried to regain control alone. "He was already beaten! He wasn't a threat to anyone anymore!"

"You're too naive." Rachel huffed coldly as she parried his punches, responding with a narrowly missed knife slash to the gut. "People like these are a threat to everyone until the day they die, I'm just expediting the process."

"This isn't right!" He countered hotly as he swiped at her feet, which she backed up to dodge before responding with a gunshot aimed at his shoulder. "They may be criminals, but they're still living people! They have rights and feelings, you can't just kill them because you have some petty beef with them!"

"Petty!" Rachel shouted hotly as she pulled out a shotgun and fired, one of the pellets barely nicking him on the arm and eliciting a wince. "Do you have any idea what these bastards have done to me! To everyone!" Throwing a grenade in her rage, Peter's Spider-Sense blared off so crazy that he instinctively dived at her, throwing them both to the floor as he noticed too late what letting that explosive slip by had done.

"NO!" Peter shouted in despair as bits of debris began settling, much of it heavily coated with blood. He couldn't save them. Even though they were criminals they didn't deserve this, and he could have saved them! It was too late; he couldn't undo the past, but he knew who he could take it out on. "YOU!" He yelled furiously as he slammed Rachel into the ground with all the rage he could muster and only the bare minimum amount of restraint needed to not permanently injure her. "What did I just say?! What is your grudge against these people?! What could possibly justify all of this senseless destruction and death?!"

"It's not senseless," Rachel seethed furiously. "And I have plenty that can and does justify my actions. Every single one of these criminals in complicit in the deaths of everyone who ever meant anything to me!"

"They what?" Peter gasped breathlessly, for the briefest of moments seeing a shadow of his own reasons for being a hero in her before quickly pushing down that feeling. He couldn't bare the thought of having anything in common with cold-blooded killers. "What are you talking about?"

"Don't you read the papers?" Rachel barked out a humorless laugh. "Six months ago, The Coles-Alves Wedding Massacre, ringing any bells?"

 _'No way...'_ Peter could only stare in shock as realized who she was. How could he not? The tragedy that occurred that day was the headline of every paper in the country and several outside of it the next morning after all. It was so tragic, depraved, and unspeakably horrible that you'd have to be some weirdo still living in a Y2K bunker to not have heard of it. A war hero returning from Afghanistan marries her long time lover, a skilled surgeon, and no more than two hours after they make their vows some criminals shot up the whole reception. Men, women, children, elderly, it didn't matter to the parties behind it, every single person attending that wedding was shot dead, and the sole survivor was the once blushing bride.

A bride who had just taken her husbands' name, becoming Rachel Alves.

"Oh my God..." Peter retreated in shock and regret. "You were... and they were... and I was... and he, and she, and..." He was so shocked, broken, and conflicted that he barely noticed the poor unfortunate woman casually get up and dust herself off.

"I hope I've made myself clear." Rachel glared at him coldly, causing him to recoil in fear. "Now if you'll excuse me, there's one more person here I have to kill before the night is up."

"Wait!" Peter called out reflexively. "I... I just wanna say..." He paused to swallow the bile welling up in his throat. "I'm sorry." He muttered pathetically.

"What for?" Rachel asked coldly as she casually strolled forward on her quest for revenge. "It wasn't you that shot up my wedding and killed everyone I ever knew and loved."

"I know that." Peter sighed as he meekly followed after her. "What I'm apologizing for is that I tried to... what I said about you being petty... this is really hard for me to say." He sighed tiredly, suddenly feeling ten years older as he casually threw an armless thug that tried to charge him, not even bothering to try and interfere as Rachel blew his brains out.

"Don't worry, I get it." She reassured him with a flippant attitude as she pulled a doubletap on a groaning and webbed up thug she passed. "You're young and innocent, and you think that there's some chance for good in everyone, no matter how bad. I understand, we're all like that when we're young. But then you grow up and have to face the harsh reality of the world. No matter how much you try to take the high road, there are some people out there the world is unquestionably better off without."

"You pick that up in Afghanistan?" Peter asked, a minuscule amount of Spider-Man slipping back into his tone.

"Of course not." Rachel scoffed, sounding slightly offended at the notion. "The people I killed there were just fighting for what they believed in, and they and their countrymen believed themselves morally justified. No, I learned that painful lesson on my wedding day, when everyone I love and cared for were killed by some thugs who didn't want any competition, but got the wrong memo."

"So your time in the army didn't have any impact on your decision to do... all of this?" The teen noted curiously.

"In a way it did, and in a way it didn't." Rachel shrugged as they came across The Punisher, Spider-Girl, and X-23, the former being tied up in webs, and the latter two standing vigil over him. When Spider-Girl tried to make a move to tie up Rachel, Peter signaled her to wait a minute, much to her confusion. "Being a soldier gave me the grit to survive the massacre, and the tools to seek revenge on the bastards who killed everyone I loved, but I'd probably still be fighting tooth and nail to take them all out without it."

"Spider-Man, what is she talking about?" Gwen asked her lover hesitantly.

"She has a very good reason to hate these guys." Peter remarked morosely. "So good in fact, that I'm seriously wondering whether or not I should put a stop to this."

 ***Spider-Sense!*-Don't think like that!**

 _'What the heck?!'_ Peter thought in shock. _'My Spider-Sense just reacted to something I was thinking? It's never done that before. Does this mean that thinking like that is inherently dangerous for me, or is there something else?'_

"Babe, are you serious about this?!" Gwen hissed at him as Rachel cut her partner loose. "These are terrorists! Yes, their targets are criminals, but does that make it any better?!"

"No!-Yes!-Maybe!-I don't know!" Peter whispered back in frustration. "Look, you remember what I told you about why I put on this costume everyday?" He began explaining, getting a hesitant nod from his girlfriend in response. "Imagine that, multiply it by a hundred, and you've got a pretty good idea of what she's gone through because of these people."

"What?!" Gwen's lenses widened in alarm even as she stood ready to intercept the now free Punishers. "But that still... I mean it doesn't..."

"Excuse me." X-23 interjected casually. "But are you referring to my handlers?"

"We're not talking about them, I don't think so anyway." Spider-Man explained. "It's the ones you've been dismembering for the past ten minutes."

X-23 blinked in in confusion. "You mean those people were not part of the Weapon X Program?" She asked innocently, shocking the Spiders. She had been mauling people to pieces and she had no idea who they were or what the larger conflict was?! She was either an extremely ruthless killer or an extremely simpleminded one.

"Ahem!" Rachel cut the conversation short. "If you don't mind, do you think you could stop getting in our way and let us get on with our job now?"

"Not before you explain exactly what's going on." Spider-Girl demanded sternly. "And even then, no."

"We'll explain on the way," Rachel negotiated as she forced her way forward, only able to get by Spider-Girl because Peter was holding her back. "But we have come far too close to getting this guy and the data he holds to let it slip through our grasp now."

"They don't need to know about the data." The Punisher whispered harshly to Rachel.

"What guy, and what data?" X-23 questioned as she and the Spiders followed.

"His name is Chris Poulsen," Rachel explained as she handed a photo of a mustachioed, rough looking black haired man in his thirties standing next to an elegant bespectacled woman. "He's a model SHIELD agent turned lieutenant to one Stephanie Gerard, a former cyber-terrorist working for AIM turned would-be kingpin of a new crime ring she named The Exchange. We already got his boss and most of his coworkers before she could get her group up and running into anything significant, but he managed to slip away with something that could potentially expose and eliminate over two-thirds of all organized crime on the planet, destabilize the global economy and political structure, and/or start and stop World War III, depending on who gets their hands on it."

"Sounds like you've both been pretty busy." Spider-Man remarked shakily, trying desperately not to freak out at just how important the events they'd just stumbled into were as they arrived at a door. "This data you're after must be pretty impressive, so how did a bunch of noobs get their hands on it?"

Just as The Punisher was about to kick down the door, X-23 got in front of him and shook her head before walking to the next door over. As The Punishers were war veterans with naturally cautious mindsets and the door was setting off Spider-Senses like crazy, they decided to follow the lead of their mysterious ally.

"Like I said before, these guys aren't 'noobs' as you call them." Rachel explained as they entered the janitor's closet X-23 had gone to. "Each of the higher-ups were handpicked by their late boss for a single reason; each one of them was a very knowledgeable but low profile member of several major organizations that her information noted were discontent with their current place in life, and might be willing to sign up with someone willing and able to make them a better offer. Each of them brought massive amounts of information on their former allies with them. AIM, The Maggia, The Purifiers, The Pride, Fisk Industries, The Hand, The Illuminati, The Brotherhood, The Hellfire Club, HYDRA, and even SHIELD-the most powerful government backed law enforcement group on the planet-all had members willing to sell out their former allies for her offer." When she mentioned HYDRA she noticed X-23 tense up a bit, but said nothing on it. "They each pooled all their data into a single device called the Omega Drive, apparently made from part of a Fantastic Four suit. The unstable molecules it's made of allow for a theoretically infinite data storage capacity."

"I don't know any of those names-except for Fisk Industries, which I thought was a legitimate company-but I'm guessing all those guys are like the Major Leagues of crime." Spider-Girl noted as X-23 extended her talons.

"And The Exchange was shaping up to be the Yankees before you two got to them." Spider-Man joked cynically as X-23 easily cut open a large hole in the wall, exposing one very shocked and confused former agent. "And did you just say that the Illuminati was in on this? I thought that stuff was just a myth invented by conspiracy theorists."

 ***Spider-Sense!*-This guy is very unstable!**

"Don't move!" The freshly promoted mob boss commanded fearfully as he held up a small disk with the logo of the Fantastic Four on it and pointed a gun at it. "Any of you even twitch wrong and I blast the Omega Drive to pieces!" The impromptu and unlikely alliance of heroes had to admit that in-spite of catching the gangster off guard with their unorthodox and unexpected entry, he was very quick to adapt and realize what his best defense was since the grenade tripwire they spotted in front of his door didn't get a chance to go off. Chris however, was far less composed and prepared than he appeared on the outside, which wasn't at all really, outside of making sure his only bargaining chip was held at gunpoint. _'It's not supposed to be like this!'_ He panicked in barely restrained terror. _'Only the Punishers were supposed to be here, not the Spiders, and who is that girl with them?! I don't even know who she is! And why are they all on the same side, the Spiders and Punishers couldn't be more different in their methods and ideals! They should be fighting each other, not working together! And where are the police?! I tipped them off about the Punishers attacking almost an hour ago, they should be here by now! My plan doesn't work if I can't use the police and the Punishers against each other! This wasn't supposed to happen! This wasn't supposed to happen! We were supposed to be the top dogs! Steph and I were supposed to be so happy together! What gave these people the right to come in and ruin in a few weeks everything we worked so hard for years to build?!'_

 _"They have that right because you're a criminal and a douche."_ Gali's voice came out of nowhere in response to his thoughts, spiking his already high blood pressure even further.

"Who said that!?" Chris demanded, which would have been more threatening if he still had a hand free to aim a gun at them. "Is one of you psychic?! Stay out of my mind! You've already ruined my life, you won't get what's in my head too!" He was so preoccupied being paranoid that he didn't notice the badass merc in the kickass red and black spandex-

-Deadpool, remember that talk we had about messing with the narration? In particular the part about you not doing it?

Fine; Chris didn't notice as Deadpool teleported into the office right behind him.

Much better.

"Uh, Mr. Coulson was it?" Spider-Man began hesitantly as he tried to warn him about the sudden appearance of Deadpool, who had just pulled out a katana. "You might wanna-"

"It's Poulsen!" The white collar criminal snapped, completely unaware that Deadpool was making a show of swinging his katana in a batting motion and lining up the blade with his neck at the apex of the mock swings. "I'm nothing like that Captain America fanboy! Why do you think I left SHIELD in the first place?!"

"I feel like we've just touched a nerve." Spider-Girl stage-whispered to her partner before moving her hands in a placating motion to try and negotiate with Chris. "Anyway, this has been a weird day for all of us. I mean we're willingly working with killers for crying out loud! So why don't we all just take a step back and-"

"Step back?! You'd like me to do that wouldn't you?" Chris muttered as he became increasingly high-strung, still not noticing as Deadpool held up a finger to test the wind. "Walk me right into whatever trap you've set for me? Well it won't work, because my trap is better! It just needs a few more seconds to go off is all!"

"Was he always this inept?" X-23 asked the Punishers.

"He had a thing for his boss." Rachel explained. "Her death seems to have pushed him over the edge."

"I'm not over the edge!" Chris exploded at them. "You two are over the edge! We were just trying to create an organization of victimless crimes that would crush or assimilate all others! We had a massive overarching plan! One wedding becomes an accidental sacrifice to a world of victimless crimes and you try to ruin it for everyone to satisfy your ego and need for vengeance!"

"Dude, just shut the fuck up, okay?" Deadpool sniped at the dethroned crime lord, causing him to turn around and freeze in shock just in time for the merc to decapitate him. Chris was left with just enough brain function to watch helplessly as the world spun around his spiraling severed head, and to rage bitterly and hopelessly for a few seconds at the final word he heard. "You're just a greedy goomba on a power trip trying to make himself the victim. I mean, you don't even have any superpowers, and you're trying to be a crime lord in this day and age? As if!"

"Thanks for that." Rachel remarked with a sadistically satisfied smirk as she strolled forward to grab the Omega Drive. "I don't know who you are, how you just came out of nowhere like that, or even what you're doing here, but you've just done us a huge favor."

"Don't mention it." Deadpool grinned as he flipped through the air for no reason, landed next to The Punisher, and casually leaned on his shoulder, much to his ire. "Seriously, don't. I've been know to easily get a big head and fall in love easily when hot chicks compliment me, and I'm strictly here on business, not pleasure. Well, now that I think about it, my business actually is my pleasure, but that's neither here nor there. Anyway, before I go off on a tangent, I'm mostly here because Gali hired me for a job, and she's paying me in diamonds and screen time so I have to make sure that anytime I'm written into the story is a good time for everyone, and to kick start the fun time roller coaster I've got special presents for all of you." After stage one of his crazy rant he clicked his belt buckle, which teleported in a thrashing and gagged Kimura, who looked to be quite a bit worse for wear if the fact that her arms and legs were all bending the wrong way was any indication. "For Laura I brought the woman who made her entire life a living hell just because she could. Take note of what I've done to her arms and legs, and remember that while her skin may be nearly unbreakable, it does not translate to unbreakable bones as well. You know, just in case she ever gets loose again."

"...So I take it your name's Laura?" Spider-Man asked X-23 hesitantly as he tried to keep up with one strand of madness after the next.

X-23 found the situation too unbelievable even for her nerves of steel and was barely able to form a response. "I never had a name. I have always been known as X-23."

"Ooo, your mommy hasn't given you your name yet, has she?" Deadpool hissed sheepishly as The Punisher pushed him away. "Forget I said anything then, and just act surprised when she names you and shows you real maternal affection for the first time. Speaking of names, in case you weren't able to read the narration, you can just call me Deadpool. Now then, as for Frankie's gift, I just so happen to know exactly where a major HYDRA Base known as the Weapon X Lab is, and I have a teleporter to get us all there. Which, now that I think about it, is also kind of a second gift for our little Wolverette." He cooed as he pinched X-23's cheeks for half a second before she shoved him away.

During his ramblings Peter managed to pick up one particular thread that caused him to remember something very important. "Wait a second, you're Deadpool?" He questioned as he recalled something Gali had said the morning after they first got together. "Now I see why Gali said to just try and ignore you; you're completely insane!"

"And you've been letting people die left and right in front of you for the past several minutes." Deadpool quipped back. "Not very Spider-Man-like, wouldn't you agree?"

"He does have a point." Gwen hesitantly admitted to Peter, who could only hang his head in shame.

"It's... not an easy topic to deal with right now." Peter was forced to admit as he kept making glances at Rachel, who was struggling to find some way to access the data on the Omega Drive.

"Oh! Thanks for the reminder Narration!" Deadpool cut in. "I scoped it out this morning, and there's something amazing at the Weapon X Lab right now that could totally give you easy access to all the info on the Omega Drive! Just imagine how easy it would be for police and superheroes the world over to take down criminals if they could get their hands on copies of that intel!" Not bothering to wait for any response, The Merc With The Mouth teleported everyone in the room away.

* * *

 **Undisclosed Location in Canada**

It was an average night at the Weapon X Laboratories, with amoral scientists, hired guns, trained killers, and fascist taskmasters all working towards a single united goal of being the biggest douche bags in history-

-Deadpool. The Narration warns him sternly.

Sorry (why is the Narration talking in the 3rd person tho?) Anyway, the last thing any of these criminal elements were suspecting was for a ragtag band of heroes to teleport into their stronghold, which made it all the more shocking when it suddenly did happen.

"Surprise Motherfuckers!" Deadpool shouted as he opened fire on the guards and scientists with reckless abandon; the Punishers follow suit not a moment later as the Spiders did their best to make nonlethal take downs.

"Okay, new rule here. You guys can kill all you want, but if they're webbed up then they're off limits!" Spider-Man commanded harshly. "We'll call whatever cops are around here to clean them up later."

"I honestly think I'd be okay with that." Rachel acquiesced as The Punisher just gave an offhand grunt. "That's Frank talk for okay."

"I noticed your partner doesn't talk much." Spider-Man bantered with Rachel as he and Spider-Girl worked double time to knock out and restrain everyone they could get to, prioritizing the scientists before the hired guns. "I guess that makes him your silent partner then, huh?"

"Nice joke, did you get that one out of a Three Stooges movie?" Rachel retorted as she went full-auto on a trio of mercs trying to take cover.

"Actually it was the Marx Brothers." Spider-Girl cut in before her boyfriend could answer. "Trust me, I've seen seen his movie collection, he's a huge fan. Oddly enough though he doesn't have any Star Wars films."

"Quick Marvel Trivia Time!" Deadpool cut in as he cut down two thugs. "The time in the story where yours truly lets you readers in on some interesting facts about Marvel Canon. This time we delve into the fact that Spider-Man-contrary to his geeky civilian persona-is a total Star Wars hater. Boy is that ever gonna be awkward when this story gets to the Star Wars spinoff! Foreshadowing!"

"What are you talking about?" Spider-Man asked the nutty merc as he clotheslines a scientist and thug and webs them to a desk. "And how do you know I hate Star Wars?"

"What are movies?" X-23 asked as she used Kimura as both a shield and a blunt weapon to take out five armed guards so that they fell groaning at Spider-Girl's feet, where they were quickly webbed for their safety.

"You don't know what movies are!?" Deadpool panicked as he did a spin attack to decapitate three guards. "This is a travesty! An outrage! How could a clone of my hedonist buddy Logan possibly not know what movies are?! Wait a second!" His panic doubled even as he pulled a fatality by stabbing a guard through the skull with a katana and pulling it back so that his head came off with the spinal cord still attached. "Laura was made by Weapon X using Logan's DNA as a base and splicing it with the DNA of lead scientist Sarah Kinney to make up for the damaged Y Chromosome." He paused to use the skull still on his blade to crack open both it and the head of a researcher who was trying to run away. "Dr. Kinney was then forced to carry Laura to term in her womb as punishment for making an imperfect though still functional clone, but that's not the point I'm trying to make!" He stopped to pull a bayonet out of his mouth and use it to shank the guard who stabbed him. "The point is that I got my healing factor from this facility too! Using Logan's DNA no less! Do you know what this means?!" He gasped as he lunged at X-23 and pulled her into a bear hug. "It means we're twinsies! Oh it's so good to finally meet ya sis!"

For her part X-23 wasn't the least bit focused on the disgusting smelling merc that was currently latched onto her like a bear trap. Rather, she was more focused on the revelation that Sarah Kinney, one of the only two individuals in her entire life to ever show her any kindness, was actually her biological mother, and that she was actually born through a relatively normal method, rather than grown in a tube like she'd been led to believe her whole life. The idea was frightening, comforting, and confusing all at once.

"I... have a mother..." X-23 could barely utter in shock.

"And a big brother too!" Deadpool squealed in delight. "Now that I think on it though, you actually have quite a few brothers and sisters. Your old man has really gotten around the past few centuries. Now then," He became serious as he stepped away from her and casually took a bullet to the gut before shooting the guard who did that in the face. "Seeing as how we're brother and sister now, I have complete authority to harshly judge any and all potential boyfriends in your life, starting with your current crush, Spider-Man." He explained as he pointed at said wall-crawler.

To his credit, Peter barely managed to pay enough attention to his Spider-Sense to dodge a literal bullet just after the metaphorical one hit. "I'm what to her?!" He panicked even as he cartwheeled into a scientist and Spider-Girl vaulted off his shoulders into another. "I didn't even know her before tonight! The only other time I've ever had someone fall for me this fast was Gali, and I'm pretty sure she was watching me long before I knew she existed!"

"Well my little sis has been doing the same with you." Deadpool remarked as he ushered the group into a corridor once all the goons were either dead or unconscious and restrained. "Ole' Normy was taking too long negotiating a price on your head with HYDRA, so Little Laura here decided to stalk you for several days before the contract went through, and remember Spidey, stalking is the most sincere form of love there is! Except when your stalker is your therapist who collects your discarded body parts, in which case you should torch the bitch and run like I did."

"There are so many things wrong with what you just said!" Spider-Man remarked as he vaulted over The Punisher to kick two guards in the face and web them down where they fell, something the old soldier was not happy about at all. "I mean I'm honestly not surprised that Osborn put out a hit on me, but I'm guessing that you're not the type of guy people go to for relationship advice."

"Says the polygamist with a bucket list over a hundred ladies long." Deadpool returned fire figuratively on Spider-Man, and literally on some machine gun totting goons before taking a sudden sharp turn.

"It is not that long!" Spider-Man protested, earning him some odd and slightly disgusted looks from the Punishers and forcing him to backpedal. "What I meant was that I don't know how long it is-I mean Gali handles that for me-not that I'm really into that or anything-even though I do technically do it-not that I like it-not that I don't like the girls I'm with-not that it was my idea-GAAAAH!" He broke down miserably as he charged forward double-time right into the middle of five armed guards, bringing them down in record time with a mad flurry of punches, kicks, and chops. "Why can I never say anything right?!" He cried out so loud that it echoed around the whole base dramatically.

"Because you're still new to being a ladies' man." Deadpool put him on the back reassuringly. "Don't worry though, I'm sure you'll get the hang of it soon enough. BTDubs though, don't try to make a move on the Punisher Chick just yet; she's still kinda sore about her wedding getting shot up." He stage whispered to him; making absolutely certain that Rachel heard.

"Do you want me to kill you?" Rachel growled as she leveled her gun against Deadpool's skull, her face slightly red from the intense embarrassment at the insinuation.

"Get in line lady, there's about a thousand and one people ahead of you." Deadpool quipped as they stopped at a heavily reinforced door. "Now then, there's gonna be a crapton of guards behind this door guarding what we came here for. Heck, I wouldn't be surprised if they had a few super villains hiding in the nooks and crannies. I mean, I did call to warn them about our attack about ten minutes in advance, so they've had some time to prepare."

"Are you insane?!" Spider-Girl demanded. "No, don't answer that, you totally are. I'm willing to accept that we've infiltrated some sort of terrorist laboratory with little planning or forethought to get access to something that could revolutionize crime fighting, but why would you deliberately take away the element of surprise?"

"I have a few reasons." Deadpool shrugged nonchalantly. "But mostly because it's fun! Now let's blow shit up!" With a manic cry he kicked the door down only to get pelted in the face with a gas bomb that everyone else quickly lunged back to avoid. "Nice aroma." The merc casually remarked as he sniffed his wrists. "I could probably marked this as a cologne or someth-urk!" He was cut off as a snarling X-23 slit his throat with a blade extended from her foot.

"What was that for?!" Rachel demanded hotly as she aimed her gun at the girl. "He was the only one who knew what-"

 ***Spider-Sense!*-Get her out of there!**

Faster than she could blink, Rachel was pulled away from the wildly swinging claws of X-23 by a web from Spider-Man, having learned his lesson the hard way about paying attention to more than just threats to himself. "How did you-what did she?" Rachel looked between Spider-Man and X-23 for a split second before she got her bearings back and aimed her gun at the young feral.

"Hold your fire!" Deadpool gargled as he stepped out of the slowly dissipating gas cloud, his slit throat rapidly healing as he managed to secure X-23 in a half-nelson. "It's not her fault; the people here conditioned her to react violently to this scent. She's like a frightened wild animal right now."

"Conditioned her?" Spider-Man growled at the implications Deadpool's words implied, and just how much conditioning such a clearly strong-willed girl would have to go through to get so frantic at just a scent.

"Honey, are you okay?" Gwen asked in concern.

"I'll be right back." Spider-Man frowned as he ran through what was left of the gas cloud, parting it as he entered the room. "Deadpool, let her loose!"

"I see what you're doing Webs." Deadpool grinned as he threw X-23 through the door. "And don't worry about destroying what we came for! It's totally indestructible, but the people aren't, so if you see a scientist that looks like an older version of Laura, don't kill her, because it's probably her mom!"

"Noted!" Spider-Man remarked as he flipped around several tables and computers, narrowly dodging the frenzied slashes of X-23 as she ripped her way through anything that got in her way. While it bares mentioning that Spider-Man was doing everything he could to keep her from actually killing anyone, in their anger at this facility, neither he nor Spider-Girl could bring themselves to work all that hard to interfere with Deadpool and the Punishers, only stepping in when it was semi-convenient to do so.

"Is it wrong that I don't feel all that guilty about all the people dying in front of us today?" Gwen asked as she kneed one guy in the gut and threw him over her shoulder at two snipers perched on scaffolding.

"Probably." Peter panted while firing webs at the legs of X-23. "But between the adrenaline, the fact that most of these people probably make Doctor Frankenstein look like Florence Nightingale, and pretty much every new crazy revelation today being just as shocking as the last, the guilt is probably just waiting to hit us once we're done." He backflipped to the underside of a scaffold when his Spider-Sense let him know that X-23 had broken the bindings.

"Well there's something pleasant to look forward to tomorrow morning." Spider-Girl groaned as she casually punched out a highly trained and skilled soldier that was trying to sneak up and garrote her from behind.

"Don't I know it." Spider-Man frowned as he dropped to the floor to avoid X-23's claws. "Listen, Laura was it?" He began gently as he danced away from her claws. "I don't know all that much about you, in fact I just met you tonight, but I can tell that this isn't you. From the moment you were born these people tried to make you into a weapon, a soulless killing machine, but you never gave in, not completely at least." A quick dodge in front of a fuse-box gave X-23 a shock when she stabbed her left claws forward, though she quickly recovered to make another, somewhat drunken lunge at him. Seeing that he wasn't really getting through to her, he decided to up his game. "That's why you spied on me all those days isn't it? You saw what me and the girls were doing and it inspired you, it began waking up the part of you these people tried to bury, the part that they couldn't break no matter how hard they tried. That's why you were so quick to start helping me out the moment you got the chance, even if your methods are a little extreme for my tastes-woah!" He jumped high to avoid a monitor she threw at him. "Okay, maybe your methods are a bit more suited to our current situation than mine, but that's not the point I'm trying to make. The point is that no matter what these people have done to you, no matter what kind of training or conditioning they put you through, they couldn't change who you really were; who you were really meant to be! Don't you see Laura? You're not a killer; you're a hero!"

Ignoring his words through the whole spiel, X-23 roared as she thrust her claws at Spider-Man's jugular.

And stopped just centimeters before cutting him.

"Nrrgg, n-no..." X-23 growled as she fought to control herself. "N-not him... t-trigger scent... can't make me... not him..." Her conscious mind noticed a sparking cable she had cut loose earlier and grabbed onto it for all it was worth. She grit her teeth as the electricity coursed through her body for several seconds, only letting go once she was confident she had zapped all trace of her feral state out of herself. "Thanks Spider-Man. I really needed that." Laura smiled slightly at her wall-crawling hero.

"Aw, forget about it." Spider-Man remarked in a cheesy Italian gangster accent. "Honestly though, I'm just glad that you snapped out of it before you did any lasting damage. Now what do you say we take out the rest of these goons, preferably in a nonlethal manner."

"I think I can work with that." Laura nodded as the unlikely duo turned to face the remaining terrorists.

Only to see that they were already either dead or unconscious and webbed up.

"Yeah, we finished taking out all of these creeps while you were giving Laura that whole you're-better-than-you-think-you-are speech." Deadpool explained with a tone that everyone could practically feel his cheeky grin in. "And as an added bonus, I also found yo mama." He added as he reached under a desk and pulled out a bound and gagged woman in a lab coat.

"...Doctor Kinney." Laura gasped as she rushed forward and cut her restrains off with a few swipes of her claws. Pausing for only a moment as she pieced together her many mixed feelings about the woman before her, she quickly decided to emulate something she had seen Peter do every morning she watched him, and wrapped the woman before her in a hug. "Mother." She whispered as she buried her face in the crook of her neck.

"...Laura." Sarah Kinney gasped out the name she'd chosen for this child in shock at this sudden display of affection. Struggling not to hug her, she tried to push her away, but it only made Laura hold on tighter. "Child, please don't do this. You don't... I don't deserve... it's my fault that-"

"That what?" Laura choked out in tears. "That I was abused my whole life? That was Kimura, not you. That I was forced to be a contract killer? That was Weapon X and HYDRA, not you. That I chose to become something more than what I was made to be; a hero? That was Spider-Man, not you. That I was born? That I have a chance to experience all the things in life, both the good and the bad? That **was** you."

"AWWWWWW!" Deadpool bawled his eyes out and made an exaggerated show of somehow blowing his nose through his mask. "You gotta love these touching family moments!"

"You just had to kill the mood, didn't you Deadpool?" Spider-Man glanced at the merc disparagingly.

"Alright alright, enough with the waterworks." Rachel sighed tiredly as she pushed Laura and Sarah apart. "We came here looking for something that can get the data off of this and into the right hands, and until we get it you can consider you life to be in my hands." She glared at the scientist as she waved around the Omega Drive in one hand, while pointing a gun at her in the other. The threat caused Laura to step in front of her mother and growl defensively.

"Oh yeah, almost forgot about that in all the excitement." Deadpool snapped his fingers as he fired a shotgun at a large energy filled tube in the center of the room, causing all the energy to leak out and zap him with enough of a charge to kill a blue whale, so naturally he was back on his feet in two seconds. "You'll find what you're looking for in there." He explained as he coughed out a puff of smoke.

"I'll get it." Spider-Girl sighed tiredly to her boyfriend as she jumped into the shattered remains of the tube. "You just keep everyone from killing each other, okay?"

"Yeah, because I've been doing such a good job of that so far today." Peter sighed morosely as he went over to the stand off and pushed Rachel's gun hand up and Larua's arm down. "Seriously? After all the death so far today, you two still haven't had enough?" He gave them both a withering glare.

"I only severed hands at the worst." Laura corrected him evasively.

"Don't touch me." Was all Rachel had to say as she yanked her arm away from him.

"Heads up!" Spider-Girl called out just as Spider-Man caught a small incoming object. "That was the only thing in there, so unless they moved what we came for this is it."

"This tiny little thing?" Spider-Man remarked curiously as he held an oval shaped blue gem up to his eye. "Doesn't look like much but a bit of jewelry."

"But it's so much more than just that Spidey!" Deadpool announced excitedly like a game show host. "What you hold in your hands is none other than the Mind Gem! One of the single most powerful artifacts in the universe! With this in your hand, you have unlimited control over all information! Minds, computer, any sort of data is yours to obtain, control, and edit at your leisure! Used properly this little stone could make you the smartest being in the universe, or control minds on a planetary scale!"

"ARE YOU SERIOUS?!" Spider-Man panicked as he fumbled with the Mind Gem like a hot potato. "What the Hell is something this dangerous doing on our planet, let alone in the hands of terrorists!? And if it was in the hands of these guys, then why aren't we all mind slaves right now?!"

"Well obviously it's not perfect." Deadpool scoffed nonchalantly. "It may grant people near limitless mental powers, but it's still limited by the wielder's perception of reality. If you wanna get the most out of it, you're gonna need at least a few of the other Infinity Gems. Now chop-chop with the Mind Gem Spidey, the contents of the Omega Drive aren't gonna copy themselves to these flash drives on their own y'know." He remarked as he thrust a plastic bin full of large flash drives and the Omega Drive into his hands. "And don't worry, it's not that hard to use; the data on the Omega Drive is already sorted and labeled by organization, so all you have to do is focus on which primary files to copy to which flash drives. And don't worry about overloading the flash drives. Each one of these babies can contain all the pornography on the internet, so as long as you put only one or two organizations worth of secrets onto each it'll be okay. Oh wait! I just reminded myself of something!" He panicked as he rummaged through the bin and pulled out a flash drive with an image of his black and red belt buckle on it. "This one's mine. It has my, uhhh, top secret weapon blueprints from my tech guy Weasel on it. Yeah, that's what it is." He chuckled sheepishly as he stowed it in his back pocket.

 _I think they bought it!_ I don't. They all clearly know that's where Wade keeps his porn. Deadpool's little boxes bantered.

"Wait a second!" Sarah worriedly addressed Deadpool as Spider-Man began the hit-and-miss process of getting all the contents of the Omega Drive onto a few dozen flash drives. "How do you know what that gem does, and what it is? We've been trying to fully understand the secrets of that thing ever since our superiors sent it to us for analysis over a decade ago, and you just come along with full awareness of all its secrets?! Who are you? How do you know all these things? What are these Infinity Gems you're talking about?" She may have been taken off guard by all the madness going on around her, but she was still a scientist, dammit!

"I'd love to explain all the intricacies of the universe to you, and just how this universe differs from the Mainstream Marvelverse, but uhh..." He looked around for an excuse and noticed that Spider-Man had just finished copying all the data from the Omega Drive onto all the flash drives. "Spider-Man here wants to ask you for permission to add your daughter to his harem!" He grinned cheekily as he pulled the webhead over as a decoy before diving behind an overturned desk for shelter.

"Stop putting words in my mouth, Deadpool!" Spider-Man protested hotly.

 ***Spider-Sense!*-Pay attention to the scary ladies!**

 _'This will not end well.'_ Peter thought morosely as he turned to the unorthodox mother/daughter duo, the former a mixture of strict accusation and unworthiness, and the latter actually rubbing her arm somewhat nervously. "Before either of you says anything I'd just like to warn you to take anything that guy says with a grain of salt. In case you haven't noticed he's kind of insane."

"So you're not a polygamist, and don't have any interest in Laura then?" Dr. Kinney stood defensively in front of the young mutant.

"So what if he does?" Laura countered as she stepped in front of the woman and went over to Spider-Man's side. "I seem to recall you saying that you do not deserve to be my mother, or something to that effect, so what concern is it of yours if I become his next mate?"

"What concern is it of mine?!" The questionable doctor repeated in outrage. "I carried you in my womb for nine months, cared for you as a baby, I even got regular death threats from Kimura just so I could read you bedtime stories! As your mother I have every right to be-" She stopped short as what she said sank in and she noticed the smug little grin on her daughter's face. "You little Pinocchio; you tricked me."

"I had to." Laura smiled warmly as she happily latched onto her mother. "You weren't going to be honest with yourself otherwise."

"Finally! A happy ending to this otherwise dark and depressing day." Spider-Girl exclaimed in relieved exhilaration. "I will be billing you three for the therapy I will now require." She glared hotly at the Punishers and Deadpool.

"The day ain't over yet Spider-Chica." Deadpool chuckled as he playfully pointed behind her. "There's still a few surprises yet to be had."

"What are you talking ab-" She stopped short when she turned around and saw Laura fiercely making out with her boyfriend. "Excuse me for a second." She scowled as she stormed over to the unlikely yet oddly tender romantic duo. "Care to explain yourself, Honey?" She questioned as her foot tapped impatiently.

"I can explain, I swear!" Peter panicked and pulled his mask back down over his mouth once Laura let him go. "She caught me off guard!"

"You have a Spider-Sense."

"She wasn't a threat!"

"It works by giving you heightened awareness of your surroundings, not an instinctual response to danger."

"You're okay with Black Cat, Gali, and Firestar though..." His defense was getting weaker.

"If I may interject." Laura approached Spider-Girl. "You clearly feel your position as the Alpha Female in your pack threatened by the presence of a new addition, but I can assure you that I will make no move to usurp your position."

"...Did you just call me the Alpha Female?" Gwen asked with devious interest, getting a curt nod in response. She contemplated the implications for about half a second before making her decision. "She's in."

"Seriously?" Peter questioned skeptically. "Because just two seconds ago you were-"

"She. Is. In." The Alpha Female declared, sending a frightened shiver darting up Peter's spine.

"As they always say; the female is the deadlier of the species." He saluted her immediately.

"Whip cracking sound effect!" Deadpool cracked up as he fell to the floor laughing. "Oh man, if you think you have it rough now just wait until the next chapter! I read ahead and I've got three words for you my friend! Death by Snu-Snu!"

"Enough with this shtick." Rachel cut the merc off curtly by roughly stomping on his face. "Just give us the flash drives and let's all get out of here." She commanded the Spiders. There was a long and painful stare down between the clear cut heroes and the rough anti-heroes, and it wouldn't be surprising if an epic fight broke out then and there over their differing ideologies and methods.

"Here." Spider-Man reluctantly handed eleven flash drives to the ruthless vigilantes, one for each organization filed on the Omega Drive. "I still don't approve of your methods though, and I probably never will. Still..." He glanced to the side to see Laura and her mother holding hands. "Whatever else happened tonight ended up having good results. Yes, a lot of people are dead, but given that most of them were heavily armed terrorists that probably would have gotten the death sentence in any place where it's legal I think I can let it slide just this once. I just can't understand why you think you have the right to act as judge, jury and executioner for all these people though."

"There's a lot of scum in this world that just ain't gonna change with a punch to the face and a stay in the slammer, kid." Rachel explained as she wrote something down and handed it to Spider-Man. "And the sooner you realize that, the better off the innocent people of New York will be."

"What's this for?" He asked as he glanced at the numbers of the paper. It almost looked like...

"My phone number." Rachel completed his thoughts for him. "What we do isn't easy, no matter our methods. If you ever need to talk or finally shake off the kid gloves just give me a call." She roughly yanked Deadpool to his feet. "Now get us out of here already, you maniac."

"As my buddy Logan always says to redheads; Anythin' you say Darlin'." The walking tumor joked as he adjusted his teleporter belt to account for more passengers. "Nicely done by the way, Webs." He whispered to Peter. "You totally just scored her digits. The Spectacular Spider-Harem grows on."

"Will you shut up about that already?" Gwen hissed at him. "My boyfriend is not dating a serial killer, end of story!"

"Everything else aside, what should we do with the Mind Gem and Omega Drive?" Dr. Kinney voiced her concerns, drawing Peter's attention back to the blue oval gem in one hand and the Omega Drive and phone number in the other. "I don't think I need to remind any of you just how badly certain parties are going to want to get their hands on them."

"Got you covered there too." Deadpool grinned as he handed Spider-Man a moderately sized jewelry box with a keypad lock. "Well technically Gali has you covered, seeing as she made that box, but it's solid enough to keep even Odin and Zeus working in tandem out if they don't know the combination; which I will now whisper into your ear."

"...You've got to be kidding me." Peter frowned once Deadpool told him the combination, before adding a roll of his eyes once he tested it out and found it actually worked.

"Considering who made it does this really come as a surprise?" The insane merc asked in the most serious tone he'd ever used, only for the severity of Deadpool being serious for even a moment being broken up by the Itsy Bitsy Spider song going off.

"Excuse me for a second, I've gotta take this." He nervously excused himself while slipping the Mind Gem and Omega Drive into the box and slipping his phone out of his pocket. "Hey Aunt May, sorry I'm a little late. Gwen and I lost track of time for a bit, but I'm on my way home right now." He whispered, making certain that no one could overhear.

"I'm glad to hear that Dearie, though that isn't really why I called." May Parker, the greatest aunt in the whole Marvel-verse assured her nephew. "First of all, I'd like to pass on my thanks to this F.H friend of yours. That yoga disk they gave me has me feeling sprier already, if a little more tired than usual."

"I'll tell her you said that, and make sure you take it easy with that thing." Peter gently urged her at the slightest indication of exhaustion. "Don't want to risk another trip to the hospital."

"Oh Peter, I'm perfectly fine." She assured him. "I'm following the instructions to the letter, you have nothing to worry about. Now as for the other reason I called, I recently received some good news, though it may come as a bit of a shock, so I want you to sit down for a second."

"Okay." He shrugged as he flipped onto a desk and sat Indian style. "Speak your mind, I'm all ears."

"A lawyer came by earlier today regarding the contents of a will." The elderly woman explained. "Now they say that there are quite a few extenuating circumstances regarding the legality of it, and I can't say I fully understood it all myself, but apparently you've inherited OsCorp."

"I'VE WHAT?!" Peter panicked so intensely that he immediately passed out.

"Spider-Man!" Gwen rushed over to her boyfriend and tried to shake him to his senses.

"Peter? Peter are you still there?" May's worried voice came over the phone. Feeling mischievous, Deadpool snatched up the phone and started gabbing.

"Sorry Mrs. P, your nephew can't come to the phone right now, he's kind of unconscious." He explained playfully. "Don't worry though, I'll make sure he gets home safe and sound. Disconnection BEEP!" He spoke out the sound effect of hanging up as he hung up. "Now then, let's see what's next on the script..." He hummed thoughtfully as he paged through a stack of papers with a marker and crayons in hand. "Yadda yadda, foreshadowing, costume party, blah blah blah, call Kimura a color blind She-Hulk cosplayer, more foreshadowing, don't need this, cut that out, Clockwork Orange torture machine, make Kimura binge watch the top 100 worst films ever as according to Rotten Tomatoes, highlight that with little smiley faces and explosions, and Bob's your uncle!" He grinned at the literally colorfully revised script before turning to the screen.

"Well everyone, we've had a very busy day today, haven't we?" He spoke as if he were Mr. Rogers doing a PSA announcement. "Spidey got laid with his favorite pussy (cat), he got an Infinity Gem and the Omega Drive, Wolverette joined in on the fun and a Lady Punisher doesn't look too far behind, not to mention inheriting a company that turned his whole life upside-down. Granted, it took quite a while for this chapter to get out, and some of you were getting pretty antsy, so the writer and I decided to cut out some planned content for time. Don't worry though faithful readers, the only reason this chapter was so long is because it was the setup for about 70 percent of the story from here on out, and the writer had to make sure everything was laid out just so. Trust me, the chapters will be coming out much quicker from here on out, and hopefully they won't be as unbearably long as this one. Once again, I thank you all for your patience, and wish you a good day."

"Who are you talking to?" Laura asked worriedly as she tried and failed to follow his line of sight.

"Fade to black!" Deadpool commanded; and the screen complied.

That ending was kind of abrupt, don't you think? "Who cares? The readers will just be happy there's another chapter." _Yeah, they're all just reading this to see Spidey get some tail anyway._ I'm just saying, don't you think we should put a bit more effort into this? "Considering the writer is going out of his way to make multiple harems in this story, I think it's okay to cut him some slack." You're just saying that because you're one of the guys getting a harem out of this, aren't you? _Obviously!_ "Why else do you think I'd get involved in a series where Spider-Man scores with like a hundred or so different women?"  That never stopped you from showing up in the canon storyline. _Is that a burn on you or a compliment to Spider-Man?_ "Shut-up! I don't need to take this from you guys! I've got women on their hands and knees begging for me, so as they say in the Animaniacs; MMMWAH! Goodnight everybody!"


	4. Objection! (That Is So Much Fun To Say)

**Chapter 4 - Objection! (That Is So Much Fun To Say)**

It was lunchtime at Midtown High School and pizza day to boot, with the students free to select stuffed crust, french bread, or pizza sticks with marinara sauce. While this is cause for celebration for anyone who isn't allergic to cheese, and many people who are but feel like rolling the dice anyway, there was one student-just one-sitting in the furthest corner of the cafeteria that couldn't be made happy by even that much.

"I can't believe this." Peter muttered sullenly as he pushed his lunch around his tray. "How could this have happened? I'm not even related to Norman, he's not even really dead, and I know nothing about running a company. Why would he leave his entire business to me?"

"Technically he didn't leave you his entire business." Liz tried to reassure him. "Just all of his shares, investments, authority as CEO-" She stopped short when she saw how frustrated he looked. "Yeah, I don't know how I thought that would cheer you up either." She apologized warmly before slowly eating her pizza sticks to avoid digging into his privacy any further.

"I don't see what the big deal is." Gali shrugged before stuffing a whole pizza stick completely marinated in marinara sauce in her mouth. "You've got a crazy amount of disposable income now, your family's money troubles are over. Aren't you happy that you don't have to worry about all those stupid bills anymore? Not to mention all the cool gadgets you could make for your extracurricular activities."

"That's easy for you to say." He sighed as he managed to bring himself to take a small bite of pizza. "After what he's done I can honestly say that I hate Norman Osborn, or Green Goblin, or whatever he wants to call himself now that he's fled the country. I don't want anything to do with anything of his."

"Technically it is yours now." Laura observed stoically as she surgically cut her french bread pizza into a 2x5 grid and began using her fork to dip it in a small portion of sauce Gali insisted she take. "As an alpha it should be in your best interest to claim assets, personnel, and territory from fallen rivals. Do you not wish to expand your area of influence and number of mates?"

"You know she does make a good point, Peter." Gwen admitted. "Not about the number of mates, but everything else. You're able to help a lot of people on your own, but just imagine how much more good you could do with an entire company behind you."

"A company made by Norman Osborn." Peter pointed out logically. "If the top of the pyramid is that crooked then who knows just how many other angles don't fit right, not to mention that owning a company just isn't me."

"Fear of betrayal from former enemies is a logical argument." Laura conceded. "However, with the number of powerful allies and mates already on your side, as well as your own gifted skill at strategy and precognitive senses, the amount of tactics any non-superhuman adversary could harm you with are extremely limited."

"It's both scary yet oddly reassuring how completely you've blended animal instinct with tactical thinking." Peter smiled slightly at the feral mutant. "By the way how are you adapting to being a regular student? I imagine it can't be an easy transition from your old line of work."

"I am acclimating." Laura assured him. "I have scouted another potential packmate that already bares your scent heavily, who also experiences a spike in mating hormones in your presence, and invited her to dine with us today."

"Laura, for the last time, I'm not looking for more girlfriends." Peter sighed wistfully. "I kinda have my hands full with the five I already have, so even though I'm glad you're trying to make friends in your own way, I think you might have an easier time approaching people if you didn't mention you're dating a polygamist. I doubt this girl you spoke to is even gonna show-"

 ***Spider-Sense!*-She's right behind you, genius!**

"-up." He muttered mutely before turning around to see a familiar young redhead. "Mary Jane, I didn't see you there. How long have you been standing there?" He asked worriedly as he mentally reviewed their conversation for any possibly incriminating discussions.

"Long enough to know you're a lot better with the ladies than your aunt implied." Mary Jane answered in shock and awe. "Do you mind if I..."

"Oh, go right ahead." Peter chuckled nervously as he scooted aside to let MJ have some room to sit. "You'll have to forgive Laura, she's been home schooled in the mountains for most of her life because of her mom's work, so she isn't quite up to speed on societal norms yet."

"I can see that." She noted before turning to Liz. "I must say I'm surprised to see you here Liz. I thought that after that big break up you wouldn't want to be around Peter anymore, much less dating him again, and in these circumstances to boot."

"Yeah, it's funny what life throws your way sometimes." Liz gave her boyfriend a longing sideways glance. "But I really have to thank Gali for approaching us all with the idea in the first place. I wouldn't have my Petey back and so much more without her."

"'Sup?" Gali waved before she nonchalantly shoved a whole slice of french bread pizza in her mouth and swallowed it whole, much to MJ's amazement and partial disgust.

"How did you do that?" Mary Jane gasped in awe, which quickly turned into a mini-panic attack when she saw that Gali still had a huge pile of pizza stacked almost a foot high left on her tray. "And how much more do you plan to eat?!"

"I'm an eater." Gali shrugged before opening and draining a whole pint on chocolate milk in one gulp. "I'm on the professional circuit all the time. This is really just a light meal for me."

"Where do you even put it all?" MJ questioned as she noted that no one else at the table seemed at all phased by her inhuman eating habits.

"I don't exactly have what you might call a normal stomach." Gali remarked before bending over to clutch her stomach. "Ooh, but even so, there's something I ate a few weeks ago that really isn't agreeing with me." She winced sickly.

"You have indigestion?!" Gwen whispered in astonishment. "Is that even possible for you?"

"More to the point, is it possible to get indigestion from something you ate weeks ago?" Laura added her two cents. "If it were some form of intestinal parasite I could understand, though I do not understand why anyone would eat such things willingly."

"They're parasites alright." Gali muttered as she got a little green around the gills. "Heartless, gluttonous, no good, evil little parasitic-hrk!"

 ***Spider-Sense!*-She's gonna blow!**

"Hit the dirt!" Peter and Gwen shouted in unison as they each pulled whoever was sitting next to them besides Gali and yanked them under the table.

"Listen Tiger, I know I said you were good with the ladies, but this is too much too-" MJ never got a chance to finish her sentence, as an incredibly long and loud belch reverberated throughout the cafeteria and most of the school, even shaking the table they were currently taking cover under. "Never mind... this is good... at least until the ringing stops." She amended mutely even as Peter helped her back up to her seat. "God, this is the last thing I need on a Monday."

"You guys don't think I drew too much attention just now, do you?" Gali grinned nervously as they looked around the cafeteria, seeing nothing but one incredibly stunned face staring at them after another. Suddenly Flash slowly began clapping and within moments the applause picked up speed as everyone in the cafeteria put down what they were doing and started clapping a whooping like there was no tomorrow.

"Pretty sure you couldn't draw more attention if you tried." Peter answered her, causing Gali to sink a little in her seat even as she quickly made a pizza sandwich with two French Bread Pizzas for bread, a rolled up stuffed crust and two pizza sticks for fixings, and a heaping amount of marinara sauce for condiments, which was actually so big she needed three whole bites and two pints of chocolate milk to get it all down.

"...So incredible gastrointestinal system aside what were you guys talking about before I got here?" Mary Jane asked as many students, mostly jocks, came by to congratulate Gali on her incredible stomach. "I mean I don't exactly know what sort of conversations that, uhh... people of your lifestyle usually have." She whispered to Peter, not wanting to offend anyone and knowing that he was too nice to ever really be insulted by almost anything.

"No different from typical lifestyles to be honest." Peter shrugged as the crowd around Gali began to disperse. "Right now we were just talking about how I inherited a multi-billion dollar industry in a will from a guy I can't stand who also isn't really dead." He deadpanned, getting the expected vacant stare in response. "Okay so it isn't exactly typical but this and that are completely unrelated to each other."

"Norman Osborn left his company to you?" She whispered in astonishment. "Why would he do something like that? I mean I know that a will would make his staged death look more convincing and all, but why leave it all to you instead of his wife or son? More to the point why is this even an issue? His death was faked, the police have proof, Harry is in juvie for using embezzled company funds to rush criminals through bail for more crimes, no offense." She apologized briefly, Peter signaling for her to continue. "Anyway, my point is that whatever will he left when he ran off should be pointless, because any assets he had should be frozen or seized by the police in the wake of all this bad press and criminal activity."

"Wait a second..." Gwen hummed thoughtfully as the pieces of the puzzle began to fall into place. "MJ might be onto something there. With all the dirty dealings by both Norman and Harry the police and FBI should be foreclosing on the bulk of the Osborn Family's assets, at least the ones that can be traced back to criminal activity, but I haven't seen anything about that in the papers."

"And your father did not mention anything either?" Laura investigated clinically, getting a negative response from Gwen. "How odd. Given your attachment to the situation you would think he would give at least some indication of knowing something."

"Maybe there's nothing to know?" Liz shrugged in confusion. "Maybe OsCorp is just cutting the Osborns loose and clamming up to avoid any more trouble, they've clearly got more than enough of it on their plate already." Calmly continuing her meal would have to wait for her however, as she was perturbed by the many stares her friends and boyfriend were giving her. "What? Is there something on my face?"

"More like something you said." Peter grinned with new insight. "Think about it, between Osborn Sr. and Osborn Jr. there's just way too much dirty laundry hanging out to dry for OsCorp to take any chances. Whatever's left of Osborn's inner circle is probably on pins and needles, spending tons of time and money just to stay afloat and out of jail. OsCorp needs some way to take some of the heat off, and putting someone new and previously unaffiliated with the company in charge could be just the ticket. Norman's will probably just provided them with barely enough leverage and precedent to hand the company over to me."

"But that still doesn't answer why you were in the will." MJ reminded them. "I mean I know you used to be friends with... you know." She tried to dance around the subject delicately. "But that doesn't strike me as reason enough to leave everything to you instead of his own family."

"I don't think I was his first choice." He assured her. _'At least I hope not.'_ His more cynical side felt the need to add. "Most likely I was just a backup in case something happened to..."

"Petey, it's cute how modest you are, but you need to know your limits." Liz scolded him delicately. "It's no big secret that Norman was a coldblooded, perfectionist monster who never thought very highly of his son. He always though Peter would have made a superior son, and constantly pushed Harry to try and measure up to the impossibly high standards Peter set just by being himself."

"Liz!" Peter gasped, aghast by her words.

"Petey, you're an amazing guy, spectacular even, and you don't let it go to your head." Liz chastised him. "But you don't let yourself feel confident no matter how much you deserve it either. I know you're worried it'll go to your head and lead to disaster, but is it so hard to believe that you're more than you think you are?"

"It's complicated." Peter sighed in frustration. "You just don't-"

"-Understand?" MJ finished for him. "Tiger, I can't believe I'm saying this, but you need to listen to your girlfriends on this. I've seen your grades, I've seen how compassionate you are, and Liz is right. You are amazing, you are spectacular, but that doesn't mean you need to be superior, and you shouldn't for that matter, because that's not who you are."

"Come again?" He questioned in confusion.

"Peter, you're a brilliant man, but you're also kind and responsible to a fault, which is sadly a very rare combination." Mary Jane consoled him. "I don't know why you insist on selling yourself short, but you have so much potential, so much you could offer to the world. So what if you only inherited OsCorp through dirty politics? What matters is what you do with it now that you have it. You could just sit around and sulk like some emo figurehead, pretending to be something you aren't and letting those old big wigs run things the way they want like they no doubt intend to, or you can grab life by the horns and do something amazing with it."

"But what if it goes to my head?" Peter countered weakly, clearly running out of excuses. "What if all that power gives me a crazy superiority complex someday? It happened to two generations of Osborns after all."

"But you're not an Osborn, and you're not superior." Mary Jane assured him as she gripped his hand in one hand and his shoulder in the other, doing her best to reassure him. "You're not about competition, you're about just doing what you think is right. And besides, even if you do start to get out of hand, you've got a bunch of girlfriends to bring you back down to earth; keeping our men from getting swelled heads is part of a woman's job after all." She teased him playfully. The two just sat there in silence for several seconds, just staring at each other as if all other problems in the world had vanished, if only for a moment.

"...Are you two having a moment?" Gwen snickered playfully, causing the two to immediately separate in a flustered panic. "It's okay if you are, we are kinda aiming for it."

"...Are you all seriously on board with this idea?" MJ asked, getting unanimous nods from all the girls. "And you're not?" She turned to Peter, who could only quietly scratch the back of his head. "Weird, you'd think it would be the other way around."

"Gali just has this way with people." Was the only defense Peter could muster. "She doesn't let anyone talk down to her, she doesn't get embarrassed about anything, and she doesn't really care what other people think of her so long as she gets her way. It's both what I like most and fear most about her. Speaking of which where is she anyway?" He glanced around as he noticed she wasn't at their table anymore.

It didn't take them more than a few seconds to find her. After all, how many people in the cafeteria were chugging pizza sticks coated in marinara sauce like a hot dog eating contest while surrounded by a crowd of chanting spectators?

"I don't know what's more surprising; that we didn't notice that until just now, or that I didn't see this coming in the first place." Peter chuckled giddily, glad to have something to break the tension.

* * *

 **Later That Day - OsCorp**

We join Mary Jane, Liz and Felicia as they sit in a waiting room, each one of them anxiously waiting outside an increasingly ominous looking pair of double doors for their mutual love interest to emerge after having entered over half an hour ago.

"So how exactly do you know Peter again?" Mary Jane asked Felicia, tired of the tense silence and looking to make conversation.

"We swing in similar circles." Felicia shrugged evasively. "We ended up seeing so much of each other over time that getting together just seemed natural."

"Really?" Mary Jane remarked skeptically as she subtly eyed Felicia's voluptuous figure, wondering how such an unbelievable bombshell wound up with a polygamist, albeit a very nice one.

"Your eyes say that you doubt my story." Felicia cooed playfully as she bent over just enough to give MJ an eyeful of her deep cleavage, sending the younger teen into a blushing fit as she tried and failed to avert her gaze.

"Can you really blame her?" Liz inquired teasingly. "A girl like you could have any guy you want, and yet you choose Petey. You really can't blame her for doubting the idea, anyone would question it at a glance to be honest."

"Anyone but Peter that is." Felicia sighed dreamily, but with a twinge of something MJ couldn't quite place.

"Are you saying he should have doubted it?" MJ eyed her suspiciously, causing Felicia to shift nervously in her seat.

"...Probably, at least in the beginning anyway." Felicia sighed guiltily as she leaned back in her chair. "I originally tried to seduce him to get something out of him but when it didn't work like I hoped it would he got pretty angry, almost ruined everything we had forever." She sighed again as she shifted in her seat. "It wasn't until after a stern talking to that I realized how empty I felt without him and how much I wronged him by trying to take advantage of him."

"So you're with him out of guilt?" Mary Jane frowned bitterly. "That doesn't sound like something a healthy relationship should be built on, much less one as complicated as yours."

"The guilt may have brought me back but Peter's moral compass was what made me stay." Felicia corrected her. "Being with him makes me a better person and I don't want to lose that ever again. I'd much rather be part of Club Parker than not."

Before MJ could press her any further Peter walked through the double doors with a slouch in his stride and a man in a suit with a cane by his side.

"Hey there Petey." Liz greeted him with a hug she could tell he desperately needed. "Was it rough in there?"

"No more than we expected." He sighed as the group made there way out of the waiting room and down the hall. "Everything was more or less like we predicted at lunch. They want me to be the figurehead for the company while they focus on regaining the ground they lost in the wake of Osborn going over the fence."

"Technically they phrased it in a more roundabout and flattering way." The cane wielding man remarked. "But when you take away all the bells, whistles and fancy string, your way of putting it is much more succinct."

"Thanks again for coming along with me today Mr. Murdock." Peter told the man appreciatively. "Given that Norman faked his death you really didn't have to go out of your way to help me out in that meeting."

"These are very unusual times we live in Mr. Parker-thank you." The blind man nodded gratefully as Peter stopped him at the elevator. "Mr. Osborn may have had nothing but ill intention when he had me help him write up his will, but even with all the extenuating circumstances I am still a lawyer and must represent and uphold the law to the fullest of my ability."

"I wish more lawyers were like you Matt." Felicia remarked as they entered the elevator and hit the ground floor button. "I've been in this office for less than an hour and I already scoped out more crooked businessmen than I've seen in the last year. So tell me, off the record, is there anything you wanna say on the matter?"

"Can't argue with you there Ms. Hardy." Matt Murdock sighed distastefully. "I'm not really supposed to say this, and if you tell anyone I said it I'll have to deny it, but even a blind man like me can see that this company has only three types of employees; the blissfully ignorant, the rightly intimidated, and the power-hungry crooks."

"I'm guessing those guys in the meeting today are third type." Peter remarked blithely.

"Absolutely." Mr. Murdock nodded. "Thankfully they're in the minority, the upper one percent if you will. I guess Osborn liked to surround himself with like-minded allies."

"Is there anything I could do about them?" Peter asked hopefully.

Matt turned his head in the general direction of Peter curiously. "I'd advise against it young man. These types of people can drive people who cross them to ruin in more ways than one. A kid your age is best off just keeping his head down and letting the adults sort these things out among themselves."

"Listen to the man Tiger." MJ urged Peter. "I know you have a rock solid moral code, but this sounds dangerous."

"I really wanna do something about all this though." Peter tensed his face in concentration. "Norman did a lot of awful things to a lot of people, and some of the people in there might have had something to do with it. I don't really care about the money or the power, I just want to make sure that justice is done, and every crooked decision this company ever made is brought to light."

"Peter..." MJ gasped silently in admiration of the young Spider as her heart skipped a beat.

Meanwhile, during his entire rapport with the girls, Matt Murdock, aka Daredevil; The Man Without Fear, was paying close attention to the heart rate and body language of Peter. From what he observed the young man had absolutely no fear of the people he wanted to face justice, nor any doubt of his ability to survive and even thrive against anything they could throw at him, and it didn't feel the least bit like bravado and empty confidence. He also wasn't naive, he knew that OsCorp has a known history of employing super villains, and he still didn't back down. More than that however was the fierce determination to do right in his voice. Like a razor sharp blade hidden underneath a thin veil, Matt could tell that there was much more to this young man than meets the eye, pun not intended.

"Tell you what kid," Matt remarked to Peter. "You've impressed me so I'm gonna do you a favor. Take this," He said as he held out a business card. "That's the number of a law office I know that might be able to help you out. Since it would be a conflict of interests for me to assist you directly, you can just tell the people at that office that Matt Murdock introduced you, and they should be able to help you out."

"Woah, thank you Mr. Murdock." Peter smiled brightly as he took the card. "Are you sure that they'd be willing to take the risk though? It could get pretty harry."

"Those two are used to risk." Matt brushed his concerns aside as the doors opened to the ground floor. "And something tells me you are too." He smiled as he exited the elevator.

"What was that all about Tiger?" MJ inquired curiously as the rest of the group exited the elevator.

"Who cares?" Felicia purred as she latched onto Peter's arm, making certain that her bosom was pressing into his arm. "I just love it when you get all confident and assured."

"You can say that again." Liz smiled at her boyfriend. "What about you Mary Jane? Does it give you any ideas?"

MJ's face turned a vivid red, but she opted not to respond, focusing instead on the card in Peter's hand. "So who did Mr. Murdock introduce you to? Must be some pretty determined lawyers to be willing to take a case like this."

Peter jumped slightly, so excited to just be given help with no strings attached for once that he hadn't really looked at the card yet. "Let me see, apparently the place is called-"

* * *

 **Later That Day - At Another Office Building**

"Welcome to Walters & Whedon Law Firm." A seven foot tall, amazonian, green-skinned, long green-haired woman in a business suit and skirt greeted the dazed quartet that just walked into her office. "My name is Jennifer Walters, and this is my associate Evangeline Whedon." She gestured to a petite woman with a black bob cut in subtle gothic attire. "How can we be of service to you four today?" After a long silence the smaller woman stepped in.

"I think you broke their pubescent minds, Jenn." Ms. Whedon snarked impishly. "This is why I keep telling you not to 'Hulk Out' during work hours."

"And as I keep countering, my stature gives me greater courtroom presence." Ms. Walters replied smoothly.

"You're big." Felicia gawked in awe.

"I could say the same about you." Ms. Walters noted about the voluptuous young platinum blonde. "But enough about that, I believe my colleague Mr. Murdock sent you to me for a reason?"

"Right." Peter shook the starstruck lust from his head. "I recently came into a good deal of surprising inheritance that I don't really want much to do with, but also don't want falling into the wrong hands."

"Define the 'Inheritance' and the 'Wrong Hands' if you could, Mr. Parker." Ms. Whedon addressed him evenly. "There are a lot of ways this could go depending on your answer."

And so the four teens explained their case to the pair of super lawyers, occasionally peppering in small details and tidbits at the request of their legal consultants. Within an hour they had explained everything they needed to know.

"I must say this is quite a story you've spun for us." Ms. Walters hummed as she thoughtfully reviewed her notes. "You were right to come to us, most lawyers aren't prepared to deal with the kind of friction this case may cause."

"Are you saying that this might involve... super villains, Ms. Walters?" Mary Jane uttered nervously.

"Where would you possibly get a crazy idea like that?" Ms. Whedon remarked drolly even as she not-so-subtly jerked her head at her super heroine coworker.

"Don't worry about a thing Ms. Watson, my partner and I have everything under control." Ms. Walters assured her. "Though I would be on my toes if I were you Mr. Parker, this is a dangerous game for a kid your age to be playing after all." She cautioned her client.

"My Petey is no stranger to danger." Liz remarked proudly as she squeezed her boyfriend. "You wouldn't believe the risks he's taken to get photographic evidence of some major crimes."

"Hang on a second." Ms. Whedon hummed curiously as she pulled out her phone and typed in a few things. "You wouldn't happen to be the same Peter Parker known for taking pictures of Spider-Man, would you?"

"That's me." Peter nodded. "Why do you ask?"

"Because Spider-Man has been targeting the operations of some of the biggest players in the criminal underworld as of late." Ms. Whedon pulled up some pics of Spider-Man and some of his amazing friends taking down a warehouse full of Tombstone goons. "This last weekend alone he and some of his mysterious new allies managed to take down no less than five safe houses full of illegal goods, at least three of which are suspected to be linked to known criminal Tombstone, and you're the guy who's been photographing most of it." She regarded him suspiciously, forcing him to try and think up a quick lie.

"Mysterious allies?" Liz pouted as she examined the image on the small screen, focusing on her literally frying the pants off of one guy with no small amount of amusement. "How are they mysterious? They've told the media who they are, or at least their superhero names anyway, and you got this article from The Bugle, didn't you?!" She glared as she noticed the headline of 'Spider-Man and his Menacing Friends!' with disdain. "What right does that pompous old fool Jameson have to slander good people like that?! People should be more suspicious of him than Spider-Man! I mean who else but a villain would wear a Hitler-stache after what happened in WWII?! Have none of these people ever read a history book?!"

"Easy there Liz." MJ chided her gently as she pulled her back to her seat. "Cool your jets for a second will ya? I never knew you were such a big Spider-Man fan."

"A passionate young woman, isn't she?" Jenn regarded Liz with some amusement and mirth. "By the way, off the record here, just out of curiosity, exactly what relation do you three have with my new client here?"

"We're his lovers." Felicia remarked nonchalantly, getting aghast looks from MJ and Peter. "What? We love who we love, it's not like there's any shame in it."

"Like those sitcoms about the Mormons, or are they reality shows. I can never tell." Ms. Whedon noted curiously.

"We're not like that." MJ insisted nervously. "Well I'm not anyway, I'm just here as a supportive friend since one of his other girlfriends who happens to be my friend as well is grounded for something she won't talk about, and-"

"Easy there Ms. Watson." Jennifer chuckled at the floundering young girl. "It's not our place to judge your lifestyle, unless you're a criminal, in which case it's entirely our place to judge you. You don't think it's a crime to love someone, do you?"

"Of course it's not." Peter cut in. "Who we choose to love is nobody's business but our own. Even if it is unconventional the heart wants what the heart wants, and who's to say what's forbidden in love anyway? People have been so confused on how love works for so long and had so many different ideas of what love is that it's impossible to tell if any kind of relationship is 'right' or not."

"Spoken like a true spin doctor." Ms. Whedon observed. "Keep it up and you'll be making millions a year off your new company before you know it, and when that happens I hope you'll remember all the little and hot so little people who helped you get there." She subtly plugged some advertising for their continued legal services.

"Thanks, but like I said before, running a company just isn't me." Peter assured them. "I just wanna make sure nothing like the Green Goblin ever happens again. So many lives were ruined because of Norman, and I just don't want to see that dirty money used for more dirty dealings."

"Then what do you want the money to be used for?" Jenn questioned him sternly, causing him to look at her strangely. "Listen kid, right now you're just hiring me to help clean out the scum from OsCorp, and my partner and I will do that to the best of our abilities, but what do you plan to do next? Will you sell the company? Will you let this inheritance just sit in a vault collecting dust until you die? What about the honest people who work at OsCorp, will you just leave this all for them to sort out and hope that someone worse than Mr. Osborn doesn't somehow manage to worm their way into power?"

"Ms. Walters, don't you think you're being too hard on Peter?" MJ asked her as she noticed how frustrated and depressed she was making him.

"I'm not being any harder on him than he's being on himself." Jenn sighed tiredly as she took note of just how much sorrow was hidden in Peter's eyes, so deep that she could barely even scrape the surface. "Listen kid, I'm sorry if this is hard on you, but you need to realize that the weight of the world isn't on your shoulders. I don't know what happened in your past to make you have such low confidence in yourself, but I can tell you have so much untapped potential, and that if you just let yourself you'd find that you can do so much more with your life than whatever you're doing now."

"That's what we've been saying this whole time Peter." Liz smiled warmly at him. "You're always selling yourself short and trying to do things the hard way just because it's harder, but you shouldn't be punishing yourself like this, it's just not healthy."

"She's right, babe." Felicia kissed him on the cheek. "Your awkwardness is cute, but your guilt complex needs to go. So you made a mistake once and it cost you, big deal. I've made worse mistakes than you have, and yet you still love me, so why can't you love yourself?"

"I may not fully understand what's going on here, but even I can tell you need help, Tiger." MJ added her two cents. "Now listen up and listen good Peter, because I'm only gonna say this once. You are, without a doubt, the nicest, most compassionate, loving, and forgiving person I have ever met. You try to somehow see the good in everyone, even the biggest jerks in school, yet you don't seem to be able to share any of that rose tinted view with yourself. I don't know why you feel the need to hurt yourself, but it ends right here, right now." She glanced over at the two lawyers, who were both tearing up at the dramatic sight. "Do you two mind?" She asked politely.

"Not at all." Evangeline sniffed as she and her partner made no effort to give them some privacy. "Don't stop on our account.

 _'I don't think that's what she was getting at.'_ Peter thought morosely. "Listen MJ, if it's alright wi-mmph?!" He was cut short as Mary Jane began passionately making out with him. His instincts taking over, Peter began to retaliate with his own skills built up by a combination of much recent experience and accumulated Tantric Energy, quickly overpowering and countering her assault with a fiercely passionate 18-Hit Combo before they both needed to come up for air.

"...Wow!" Mary Jane panted in ecstasy shortly after they parted, both her and Peter staring longingly at each other. "Face it Tiger, we both just hit the jackpot."

"Don't you just love happy endings?" Eva whispered to Jenn.

"Who said this was the ending?" Jenn whispered back. "By my count we're just getting started."

* * *

 **Meanwhile - Undisclosed Location**

"The Parker kid is turning out to be more trouble than we thought." A man seated in a shadowed room addressed another man sitting across from him. "I thought you said he was emotionally frail, that he was vulnerable, that he would be a pushover, that's why we decided to push so hard for the will to be enacted in spite of the circumstances."

"He was supposed to be." The other man insisted with a bitter frown. "It's barely been a year since his uncle was killed, his aunt was hospitalized for a heart attack a few months ago, his girlfriend left him recently, and his best friend was sent to juvenile hall for serious crimes just two weeks ago, his social life was never good to begin with and just got worse and worse once his uncle died. By all accounts he should be an emotional wreck barely able to function."

"Well clearly the people we had investigate his background must have missed something, because emotional wrecks don't go to the one lawyer in the city with nothing to fear from any criminal with the intent to ruin us!" The first man hissed. "We have to do something before he manages to track down enough evidence to put us away for life! Because teenager or not, his IQ is still far and away higher than either of us, which means he will find something eventually!"

"We can start by deleting all incriminating evidence that could link us to anything." The second man suggested. "He may be able to recover some data, but it should at least buy us a few days to think of something else, and we can backup anything we need on external drives and hide them where no one will find them."

* * *

 **The Next Day - OsCorp CEO Office**

"I gotta admit Peter, your computer skills are second to none." Jennifer admired him as he typed away on Norman's old computer, locating one important and potentially damaging file after another. "Do you think you can make a few improvements to my office computer sometime? It's been running pretty slow lately."

"That's why I keep telling you to lay off the internet porn, Jenn." Evangeline sighed despondently. "That stuff is a minefield of viruses and malware."

"Internet porn, seriously?" Felicia stared at Jenn judgmentally. "Know any good sites for furries?" She whispered to her on the side.

"I heard that, and I'm cutting your computer privileges." Peter scolded his feline fetishist girlfriend playfully. "Anyway, I'm just about done getting all of the suspicious looking data off of the server, mostly just recovered data that was recently deleted, but there are a few other interesting things I copied too. It'll take a day or two to go over completely, but with this we can hopefully clean out all the gunk in this company." He clicked and dragged one last large file to a window attached to a flash drive before ejecting the drive.

"You sure you've got everything on this?" Jenn asked in amazement. "There might be some things stored away on private servers."

"Pretty sure I got everything." Peter remarked confidently. "I'm always very thorough in my work." He grinned as the curious blue gem pendant he was wearing glowed in an eerie light.

* * *

 **Meanwhile - Undisclosed Location**

"How did he get all those files so quickly?!" A man hissed in barely contained fury as he slammed his fist on a table. "I thought you said deleting all those files would buy us at least a few days, but these records show that he managed to recall all the deleted files in **MINUTES!** "

"I just don't understand it!" Panicked a second man as he frantically read through the printouts he'd been handed. "According to this data he not only recovered all the data we deleted from the servers, but he also copied all the less incriminating but still shady data we didn't delete, and he didn't take even one file that wasn't incriminating of something or someone!"

"Apparently he's far more resourceful than we anticipated." The first man scowled as he walked over to a nearby desk and began rummaging through the drawers. "We're gonna need to call in a ringer."

"He's more than just resourceful." The second man muttered in awe and confusion. "According to this he even managed to get the most dangerous data that was sealed away in Norman's old private study. That information was never even connected to our server and he accessed it all from Norman's office computer! That's not resourceful, that outright technologically impossible!"

"I don't care how he did it, all I care is how we can put his head on the chopping block before he puts ours on it!" The first man growled as he pulled a cell phone out of the drawer. "I've been saving this burner for a rainy day." He grinned viciously as he began dialing.

"Are you sure you wanna do this?" The second man asked fearfully. "He's got the She-Hulk on his side, and if we're found out-"

"We won't be!" The first man said adamantly as the phone began ringing. "I've been in this game too long and fought too hard to be taken down by some punk kid who doesn't know his place!"

"Hello?" A mechanically distorted voice came over the phone.

"I have some people I need you to get me for a job." The first man spoke quickly but clearly. "Time is a factor, and one which we have in short supply at that."

"Time is only a factor if money isn't." The voice remarked, and even distorted and over the phone the first man could hear the greed in it.

"Name your price, but you better get these two out by this time tomorrow." The first man relented without debating as he began explaining who and what he needed. The money he was using wasn't even his to begin with, it was all embezzled from a few private stashes of Norman's that the police hadn't found and seized yet. When he was done he wasted no time in throwing his phone in a metal trash bin along with some crumpled paper and lighting it on fire, disposing of the evidence.

* * *

 **Two Days Later - Luigi's Pizza**

"Okay, this is officially the best pizza ever." Jennifer grinned as she savored the last slice of the large, deep dish, supreme pizza with extra cheese she'd ordered. "You sure you don't mind footing the bill? I know I eat a lot more than most." She asked Peter.

"Hey, you're risking your safety to help me clean up this city and for the first time in my life I have cash to burn, so I'm gonna enjoy it while it lasts." Peter smiled before washing down his pizza with some root beer. "This was always my favorite restaurant growing up, and the quality has only gotten better with time."

"Why do you still seem so dead set on giving all of this up?" Mary Jane asked worriedly. "Most people would kill to be in your position. I mean, life pretty much just gave you a winning ticket to the lottery and you don't seem at all interested in cashing in."

"The Omega makes a valid point." Laura agreed before pausing for her beer, which none of them had any idea how she got. "As we have instructed you before, Alpha, we insist that you utilize the new assets you have acquired for the betterment of your state of being."

"You guys just don't understand." Peter sighed, holding up a hand to cut off the girls before they could counter his train of thought. "Seriously, this money isn't even really mine, I didn't do anything to earn it. Even if I can ignore the fact that it's dirty, I can't ignore the guilt I feel taking something that isn't mine."

"Your argument would hold more weight if you hadn't stolen **my** virginity last night." Liz smiled warmly at him, bringing a vivid blush to his face as the girls sitting around him began laughing.

"Noted." Peter pouted defensively, but he couldn't stay upset for long and join in their mirth.

"Hey, who are you calling an Omega?" MJ frowned at Laura curiously.

Laura just stared at MJ for several seconds before she responded. "If you knew who the Alpha and Beta Females were, you would not be questioning your position as an Omega." Was all she said on the topic.

"It never gets old." Evangeline remarked in amusement as she watched the banter. "Six girlfriends to one guy and yet you all get along like sisters. I don't care what you say, this cannot be natural. What's your secret anyway?" She observed them curiously.

"Mind blowing sex." Felicia answered easily, rendering Peter and MJ aghast at her frankness. "The fact that Petey is inhumanly sweet and sensitive to our feelings certainly helps too."

"It's really that good?" Jenn questioned a little too eagerly for Peter's liking, getting unanimous nods of approval from Gwen, Liz, Felicia, Gali, and Laura. "You're a bit young now but... give it a few years. If you're still as good as these girls say you are by then or, heaven forbid, even better, make sure to look me up again."

"Good God Jenn, he's still in high school." Eva rolled her eyes as if this were a regular occurrence. "Do I need to call Chris Hansen on you?"

"I'm a lawyer, I know what my limits are." Jenn shoved her partner; playfully, as evidenced by the fact that she hadn't been sent flying. Suddenly Jenn began looking around as if investigating. "Do any of you hear anything?" She asked seriously.

 ***Spider-Sense!*-Incoming party crashers!**

"Everybody down!" Peter and Gwen panicked in unison as they pulled everyone but Jenn under the table just as two huge figures crashed through the front wall.

"Well, well, well, look at what we have here." A towering blonde amazon in a purple outfit remarked as she cracked her knuckles with glee. "Been a long time since we last tangoed Shulkie. You been doing well?"

"Titania, what an unpleasant surprise." Jenn frowned as she casually removed her suit, revealing a purple and white sports bra and gym shorts underneath. "I see you traded in the Absorbing Man for someone..." She glanced over at the Rhino, who was standing right next to her. "Dumber looking." She smirked at the now snorting man as she kicked off her heels and started lacing up some purple sneakers.

"Carl and I are doing just fine, thank you very much!" Titania retorted viciously. "For your information we've actually been giving serious discussion to leaving the country and settling down somewhere nice to start a family!"

"You're married?!" The Rhino blinked in shock, causing her to glare at him angrily. "I mean don't get me wrong, it ain't all that surprising that a catch like you is already settled, but why didn't ya tell me that sooner instead 'a punching me in the face every time I tried to make a pass at ya? I'm a thug with a thing for tough dames, not a creeper. I woulda stopped if I knew you was spoken fer."

"I was having too much fun punching you." Titania grinned as she advanced on She-Hulk. "Don't think this is gonna go down the same way it did before She-Hulk. While you've been hitting the books, I've been hitting the gym." With that said she launched into a vicious attack against the Gammazon.

"You ladies is crazy." Rhino muttered as he scanned around the restaurant and found the non-gamma fueled members of the group trying to sneak past on the floor. "Hey there, Parker." He grinned as he approached the undisguised webslinger. "Don't think I've forgotten about all those photos of Spider-Man you've taken." He remarked as he held the teen up to eye level by the scruff of his shirt. "Now are ya gonna tell me nicely where I can find that stupid wall crawler or do I have ta persuade ya?" Just as the towering lunkhead looked to have the advantage something passed in front of his eyes and fell to the ground with a thud. "What the-?" He looked down and saw a familiar pointed object on the ground. "My horn!" He panicked as he dropped everything to feel his head for confirmation, his eyes going even wider in shock when he found nothing but a cleanly cut stump where his horn used to be. "Who did this-GAH!?" He shouted in a rage before being cut off by his face spontaneously being engulfed in flames. It took him only moments to pat out the flames, but moments were all the group needed to make their getaway from the fight.

* * *

 **Outside**

"We have to get out of here!" MJ panicked as they all ran from the fight. "We can probably lose them if we go into the subway."

"Maybe you guys can, but keep in mind he's after me." Peter reminded her grimly. "You all need to get somewhere safe, I'll stay up here to keep him distracted."

"Are you crazy, kid?!" Eva demanded as she stopped in her tracks. "There's safety in numbers, and there's no way Jenn would let me live it down if I let you go off on your own like-" She stopped when MJ shook her shoulder. "What is it?" She demanded urgently.

"All the others have already run off!" MJ pointed out to her, Eva herself barely managing to catch the sight of all the other girls rushing down into a nearby subway entrance.

"What?! The nerve of those-" Eva trailed off bitterly as her attention was drawn back to Peter, who was now being tailed by MJ. "Peter! Mary Jane! What is wrong with these kids today?!" She huffed in frustration as she tried to follow after them, only to stop short when Rhino burst out into the street, followed shortly by She-Hulk, who looked like she'd been knocked for a loop, and then a savagely grinning Titania. "Not good." Eva muttered nervously as the villainous duo advanced on her.

Meanwhile in the alley, Peter had just finished changing into his Spider-Man uniform and flipped up the walls to the rooftop, unaware that Mary Jane had arrived looking for her boyfriend just as he began bounding up the walls.

"Spider-Man..." MJ murmured in awe as she watched the wall crawler bound onto the rooftop. "Peter..." She whispered suspiciously as the pieces began falling into place.

"Alright Shulkie, not that I don't love our little play dates, but I'm on the clock right now." Titania grinned as she pulled She-Hulk to her feet by her hair. "Now there are some people willing to pay big money for Spider-Man's head, and your client Parker is the only lead we've got. So why don't you play nice before we have to-HEY!" She startled when she was suddenly blinded by web in her face.

"He's here." Rhino grinned as he cracked his knuckles.

"Okay, do you ladies have any idea just how many Bro Code violations I'm making right now by getting involved?" Spider-Man quipped as he pounced down from the rooftops to kick Titania in the face just as she got the web off. "Seriously; Stopping a catfight, not selling tickets to a catfight, not inviting all my friends to a catfight. Okay, in all fairness, I don't really have that many guy friends to invite, or really any besides The Punisher and maybe Deadpool for that matter, but my point still stands." He scooped up She-Hulk bridal style and with some difficulty managed to jump back several feet from the epicenter of the fight. "I'll have you know I could seriously lose my membership over this!"

"I hear ya man, to be honest I was mostly just watching and keeping an eye on the hostage 'til you showed up." Rhino actually couldn't help but agree with his usual enemy, even Eva, who was currently trapped in his oversized meaty hands nodded in agreement. "Wait a sec, you're buds with The Punisher?!" Rhino panicked at the thought of angering the infamous Frank Castle by attacking Spider-Man, and began to seriously reevaluate his lifestyle choices.

"See! Even the guy who usually wants to impale me with his face gets it!" Spidey remarked as he set She-Hulk on her feet. "Speaking of which, did you get a haircut, or am I just getting taller?"

His remark about the loss of his horn enraging him, he threw Eva and his fear of retribution from The Punisher to the sidelines and charged at Spider-Man, only to stop several feet in front of him when She-Hulk intercepted.

"Holy Humongous!" Spider-Man gawked as She-Hulk effortlessly lifted Rhino over her head and slammed him face first into the pavement. "That may be the single hottest thing I've seen... today." He stared starry-eyed as he really began to notice and appreciate just how stacked and shredded She-Hulk was for the first time.

 ***Spider-Sense!*-Incoming supermodel!**

"Oh jeez!" Spider-Man spooked as he lifted She-Hulk again and jumped over Titania before drop kicking her on the back. "We have got to stop meeting like this, babe." He joked to Jenn. "Or not, I'm fine either way, preferably the second option."

"You sure know how to show a gal a good tiIIIIIMMMMEEE!" She yelped as Titania jumped back to her feet, launching Spidey and Shulkie off and flying for several meters. Feeling like showing off, Spider-Man did a few flips before he landed square on his feet. "Woah. Strong, agile, funny, and impeccable timing; where have you been all my life?" Jenn smiled at Spidey.

"Here, there, everywhere. Hold that thought please." Spider-Man shrugged nonchalantly before tossing her high in the air, deflecting and countering several strikes from Titania, jumping up to catch She-Hulk just as Rhino came charging, and finally landing a spinning kick to Rhino's head, causing him to collapse like a stack of bricks on top of Titania. "Now then, you were saying gorgeous?"

"You do know you can put me down anytime, right?" She-Hulk smiled as she wrapped her arms around his neck, not looking to be in any hurry to leave, in-spite of her comment to the contrary.

"Maybe, but how many guys can say that they took down two supervillains while carrying the single hottest woman in the superhero community bridal style through the whole fight?" Spidey quipped.

"Keep making me laugh and scream with pleasure and I'll make sure you're the first." She-Hulk quipped back, her innuendo making one Spider very happy.

 ***Spider-Sense!*-Flying Rhino!**

"What the-?" Spider-Man remarked at the weird danger he was sensing just before Titania deadlifted Rhino and threw him, along with himself and She-Hulk, so that they would be pinned under the titanic thug. "Hold onto something!" He commanded She-Hulk as he dismounted Rhino and landed on a nearby wall.

"You don't need to tell me twice, tiny." She-Hulk purred as she pressed Spider-Man's head into her extremely ample bosom. "I have no plans to let a catch like you go anytime in the near future."

"Enough with the flirty banter!" Titania roared as she stomped over to the duo. "Is this a fight, or a superhero speed date?"

"Why can't it be both?" Spider-Man asked honestly as he fired a webline skyward and swinging at Titania for a She-Hulk sized haymaker and high speeds. "Superheros live fast and reckless, so why can't our relationships be the same?" He casually turned to She-Hulk. "Hi there, I'm the Spectacular Spider-Man. Wanna get married?" He joked.

"Hi, I'm the Sensational She-Hulk, let's have three more dates, five rolls in the hay, and a baby out of wedlock before I foolishly decide you're not the man I fell in love with, and that we should see other people who are just no good for us." She-Hulk grinned as she played along. "See? Fast and reckless, just like my ex-husband said."

"You're making no sense! And since when is he your ex-husband anyway?!" Titania exploded in a fury as she grabbed a manhole cover and threw it like a Frisbee.

"Since five seconds ago." Spider-Man remarked as he fired a web at the manhole cover, ducked, spun around, and She-Hulk pulled the line taut for some added force in the return fire, sending Titania flying into a wall when the heavy metal disc slammed full force into her abs. "And now we're back together because our little baby girl helped us realized what a huge mistake we made splitting up, and that there's nothing we want more than to start a proper family and grow old together."

"Please stop talking...ugh!" Titania grunted as she passed out from the pain.

"I love a man who has his priorities in order." She-Hulk cooed as she hopped out of her fiance's arms. "So where should we honeymoon? Vegas, Fiji, personally I've always wanted to visit Hawaii and hit the surf myself."

"You do know she's unconscious, right?" Spider-Man pointed at Titania. "We don't need to keep bantering."

She-Hulk just grinned lustfully as she easily pulled Spider-Man up by the scruff of his suit. "Who's bantering, Peter?" She purred quietly as she pulled up his mask just enough to start making out with him.

Let it be stated, on record, that Peter was normally very secretive, borderline paranoid about his secret identity getting out and compromising the safety of everyone he knows and loves. He's so dedicated to his secret identity that an idiotic, and in this humble writer's mind completely non-canon version of Spider-Man once traded his marriage to the devil to get it covered up again (and save his aunt's life) after Civil War, which also never happened in canon, no matter what Marvel Comics say. However, let it also be stated on record that Peter was now making out with She-Hulk, and doing a damn good job of it if the way Shulkie was getting weak kneed from how he was exploring her mouth with his tongue and her lower back and ass with his hands was any indication.

Your Honor, I rest my case.

 ***Spider-Sense!*-Flying Rhino!**

"Again?" Spider-Man frowned irritably as his lips reluctantly parted from She-Hulk's, and he had to pick her up again because she was still too wobbly on her feet from the make-out. "We'll finish this later, Honey." He assured her as he casually jumped over the flying Rhino, only to go wide-eyed in shock as he saw what threw him. "WHAT'S A DRAGON DOING IN NEW YORK!" He shouted in astonishment as he gazed in awe upon the house sized, orange-scaled, fire-breathing, flying lizard of death and destruction before him and trembled.

"Oh no, EVA!" Jennifer panicked fearfully.

"What?! You don't think the dragon got her, do you?!" Spider-Man asked worriedly as he ran away from the torrent of fire the dragon launched his way.

"The dragon didn't get to Eva." Jenn shook her head. "The dragon IS Eva!"

"WHAT?!" Spider-Man seized up just as the dragon lunged at him, barely dodging by the skin of his teeth once his Spider-Sense was blaring loudly enough. "Last I checked your partner was dainty waif of a hot goth chick. Exactly how did she become a dragon?!"

"She's a mutant, okay?" Jenn defended her friend as Spidey fired a web of thread over Eva's mouth, keeping her from breathing more fire and providing a good swinging point when she reared her head back defensively. "When she comes in contact with a lot of blood that isn't her own she loses control and turns into, well, this!"

"How much blood are we talking here?" He asked as they swung around Eva's jaw a few times to really secure it tight before landing on her head and firing another thread to for a makeshift set of reins. "Whoaaa-Nelly, settle down now Evie!" He drawled in a mock cowboy accent.

"Enough that we could probably see it from-There!" She-Hulk pointed out a slowly growing red spot in the very alley Spider-Man had changed in before.

"Oh no!" Peter gasped as he felt his heart sink. Without pausing to wonder how that had happened, his instinctive need protect overcame him as he fiercely tugged on the reins, ushering his mount over to the red stain. "Stay here and keep her under control!" He instructed She-Hulk as he dismounted and rushed over to the red area. "Pleasebeokay!Pleasebeokay!Pleasebeokay-huu!" His breath hitched in his throat as he saw what was lying there. A small girl, no more than a preteen at most, hiding in a large cardboard box, feebly holding her deeply wounded arm to try and keep the blood from rushing out, but that alone wasn't the worst part. No, that would be the way her face lit up with hope when she saw him, or more specifically WHY she was smiling at him.

 _'No way...'_ Was all Peter could think as he looked at the lining of her box, which he could see now was probably the closest thing this little girl had to a home. Inside of the box were pictures of Spider-Man, every single picture from every paper that ever had his picture. He was so lost in his own mind that he barely even noticed the girl speaking.

"Spider-Man..." The girl uttered weakly. "I knew you'd come to sa-ugh..." She couldn't finish her thought as she blacked out from blood loss.

 _ **"NO!"**_ Peter shouted as he quickly scooped up the girl in his arms and began applying first aid. He didn't have any real bandages on him, so he had to make do by ripping the sleeve off his costume, covering the wounded area, and then binding her arm in a makeshift cast and sling made from webbing. Rushing over to Eva, who was struggling to regain control, he webbed her by the horns, and with one arm fiercely yanked her head down, slammed it to the street and punched her on the snout. "Listen up and listen good! This girl needs to get to a hospital, you're gonna take me there, and you're not gonna give me any guff about it! DO YOU UNDERSTAND ME?!" He shouted at her, causing the dragon to nod fearfully. "Good!" He remarked as he hopped back on her head and rode her off into the New York skyline.

Meanwhile, Titania and Rhino, who had both recovered from their earlier spills, looked on in awe at what they had just witnessed. Looking at each other for a moment in shock, awe and fear, they both wisely fainted to save themselves any more trouble. From that day forward, Rhino would really, REALLY consider going legit, while Titania would have a crippling fear of spiders for the rest of her life.

* * *

 **Later - Hospital**

It wasn't every day that a superhero came into a hospital to directly deliver a victim of a super villain attack, much less two heroes. Two heroes riding a dragon that turned into a petite nude woman was definitely an all time first though.

"This is all my fault." Spider-Man muttered despairingly. "This is all my fault, this is all my fault, this is all my-ow!" His head snapped to the left as Evangeline slapped him in the face.

"Feeling better now?" Eva asked rhetorically as she adjusted her hospital gown before sitting next to Spidey.

"Not at all." Peter skulked.

"You should feel better." Jenn pat him on the back reassuringly. "It's not your fault those thugs attacked us, you kept things from getting worse, if anything you should be proud."

"Then why didn't I do better?" Peter bemoaned his rotten luck. "You didn't see the way that girl looked at me, with her face full of hope, so relieved and thankful that I showed up, when it was all my fault those two were there to begin with-ow!" He winced as he received a whack to the noggin from a fully suited up Black Cat, who had arrived with Spider-Girl and Firestar. "Is hitting me going to become a regular thing with you girls?"

"Thought you were used to people beating you up." Spider-Girl quipped as the heroines took seats nearby. "In particular, yourself."

"Okay, I guess I deserved that-ow!" He winced as Firestar thwacked him on the shoulder.

"Stop saying you deserve whatever pain comes your way." Firestar scolded him. "You seem to have a hard time accepting this, so I'll say it slowly. Yooouuuu aaaarrrreee aaa heeeerrrooooooooo! So act like it already!" She sniped at him.

"There's more to it this time than just that though." Peter sighed. "It wasn't just that she was hurt and it wasn't just the way she looked at me." Taking a deep breath to collect himself, he continued. "She was homeless. I could tell by the old and patchwork damage to her clothes, and the fact that the box she was taking shelter in was decorated in a bunch of newspaper clippings like a makeshift home."

"That still doesn't explain why you're so worked up about all this." Black Cat inquired in confusion.

"Those newspaper clippings were all of me." Spider-Man frowned as he sunk deeper into his chair, the sudden silence becoming overbearing.

"Excuse me?" A doctor cut in nervously as she approached. "Spider-Man, She-Hulk... and other miscellaneous superheroes?"

"That's us." Jennifer stood up. "How's her condition, doc?"

"To be honest, it doesn't look that good." The doctor frowned as she looked through her charts. "The blood loss and injuries she sustained during the fight were superficial at worst, and only needed a few stitches and blood transfusion to fix. However, you said she was homeless, correct?" The assembled heroes nodded in unison. "Then that would explain the results of this blood test. She's suffering from a number of long term infections and diseases that she likely picked up over a few years on the streets."

"So are you saying... that there's nothing you can do?" Peter felt his heart plummet to his feet, and all the girls who were with him felt their hearts go out to him and the young girl.

"Technically, her condition is treatable," The doctor remarked, making Peter's spirits rise. "However, the procedure would be very expensive, and not to put too fine a point on it or offend you hero types, but her records list her as a frequent runaway from various orphanages across the state. I hate to say it, but-"

"Don't you dare finish that sentence!" Spider-Man hissed at her with such venom that one would be forgiven for thinking he was overtaken by the Symbiote again. "This is a human life we are talking about here! Don't you dare try to add something as frivolous as a dollar sign to-ow!" He winced at a firm slap to his butt from She-Hulk. "You do realize my Spider-Sense detects ahead of time every time you girls slap me. I just choose to let you do it to vent a little." He pointed out as he rubbed his sore posterior.

"Let me handle negotiations from here, will ya babe?" Jennifer put on her lawyer voice as she pulled out a business card and handed it to the doctor. "Jennifer Walters, of Walters & Whedon Law Firm. I currently represent one of the wealthiest individuals in the city, and that girl is an important witness to a crime that can likely be traced back to certain individuals I believe may be after the life of my client. I have currently been given an unlimited expense account by my employer, so long as I can prove to my client that said expenses relate to the case at hand. I believe that getting that young girl the treatment she needs to fully recover so she can fully explain to me, in private, just what she witnessed is highly pertinent to my client's case." As she spoke, she grabbed the papers from the doctor and began filling them out. "Ergo, you will give that little girl the treatment she needs, you will get the most suitable doctor available on the task immediately, and you will not give me any guff about it. Do I make myself perfectly clear?" She punctuated her statement by all but forcefully handing the flustered doctor all the properly filled out paperwork.

"Y-y-yes Ms. Walters! Whatever you say, Ms. Walters!" The doctor panicked before walking away as fast as she could without running.

"What did I tell ya when we first met?" Jennifer smirked at the stunned faces of her clients. "Greater courtroom presence."

"I...I..." Peter tried to respond, only to find that he had no words to address what had just transpired. Ever since he found out about the contents of Norman Osborn's will, he wanted nothing more than to be rid of all the tainted blood money that crook had amassed so he could focus on what he felt was really important, using his powers to fight for the protection and safety of the innocent. But now, not only had all his powers failed to protect one little innocent girl, but it was the very blood money he hated so much that was now being used to save the very same little girl's life. "I don't know what to say." He whispered weakly as his world turned upside-down, and not as a side-effect of crawling on the ceiling like it usually was.

"Thank you might be a good way to start it off." A familiar and unwelcome gruff voice came from a nearby hallway.

"RHINO!" Spider-Man exclaimed quietly as the many heroes assembled in the hall turned to the behemoth. "What do you think you're doing in a hospital? Thinking you can save on cab fare by coming here ahead of time?"

"He is here with me, Spider-Man." X-23 informed him evenly as she and Mary Jane climbed off of his back. "And he has information for you."

"...What?" Was all Spider-Girl could manage to say, as everyone else was too stunned to speak at all.

"Look," Rhino began awkwardly. "I know that I don't exactly have a warm place in yer heart. Heck, I'm probably at least partially responsible for what happened to that little girl getting surgery right now." Realizing that his words were slowly making the heroes even angrier, he adjusted his approach. "But just here me out fer a sec, okay? Fer years I thought I had a pretty decent livin' as a thug. Sure it weren't the most glamorous of lifestyles, but it paid the bills at least. Then I got turned into what I am now and I felt like I could make more money and twist more arms than ever before. What happened today changed all that though." He looked around for a bit before finding a pen and paper, and awkwardly grabbing and using them in his massive hands. "The things I saw and heard today really scared me straight, made me wanna turn over a new leaf. Now don't get me wrong, I ain't gonna turn into no hero like you lot or nothing, but I sure ain't gonna be no crook no more. Here ya go." He remarked as he handed Jennifer the half-crushed pad of paper.

"What exactly am I looking at here?" The jolly green giantess tried to decipher what looked like some very sloppy handwriting.

"It's one a' them affi-whatzit things." Rhino remarked.

"Affidavit?" Evangeline guessed uncertainly, not very happy about important legal terms being mangled, but also very good at hiding it.

"Yeah, that." Rhino nodded. "It's basically me saying that it was the Chameleon what sprung me and Titania from prison."

"The Chameleon?" Firestar remarked suspiciously. "But isn't he in jail too?"

"Unless he had his buddies Mysterio and... that other guy build him a robot duplicate to get arrested for him." Spider-Girl deduced.

"Seriously?" Spider-Man pouted as he dragged his hand across his face. "I can't believe I fell for that again. I mean I knew they were in cahoots at one point, why didn't I connect the dots sooner?"

"Beats me, you're the guy that's always fightin' 'im." Rhino shrugged. "From what I can tell he's been makin' a bit of a business outta disguising himself as big shots in legal channels to fast-track some of us super criminals out onto the streets fer a huge profit."

"He wouldn't happen to have anything to do with the recent release of Kraven The Hunter and Walter Hardy, would he?" Black Cat asked suspiciously.

"Yeah, heard he gave the rich kid that sprung 'em a pretty good deal too." Rhino answered. "Ya know, on account 'a Chameleon and Kraven bein' brothers an' all."

"Chameleon and Kraven are brothers?!" Spider-Man sputtered as words almost failed him. "Yeesh, I'd hate to be invited to that family reunion." I said 'almost'.

"I hear ya." Rhino agreed with the sentiment. "Well, I should get going. The police should be here to cart me off to jail soon, and I don't wanna add anything else to my sentence."

"Feel free to subtract something from that sentence though." Jennifer approached Rhino with her friendliest lawyer tone. "With this information you've given us today there are sure to be far fewer breakouts from prison in the future. At a guess your testimony should be seeing yourself out of jail within the next seven to ten years, especially if I'm defending you, which I will be."

"Seven ta ten, eh?" Rhino grinned as he shook Ms. Walter's hand gratefully. "Yeah, I can live with that. Have a good day, and all that." He waved goodbye as he walked away.

"Huh, the Rehabilitated Rhino." Spider-Man remarked happily. "Who would've thought it?"

"Probably Disney." MJ joked as she leaned against him. "They just eat sappy stuff like this up."

"Yeah..." Spidey trailed off as he shuffled his feet awkwardly. "So... I take it you know too?"

"Saw you changing in the alley." MJ smirked at her boyfriend. "You really need to look both ways before you change, Tiger."

"And I heard it from Gali." Jennifer smirked at the screen and tapped on the glass. "The two of us go way back." She winked knowingly at the audience.

"And I'm just figuring it out now from context." Eva added her two cents playfully.

"...So what happens now?" Spider-Man/Peter Parker asked in wonder.

"You grow." Jennifer smiled softly at him.

* * *

 **Two Days Later - Press Conference at OsCorp**

"A lot of you are probably wondering what I'm doing here today." Peter addressed the crowd of reporters and photographers from his podium. "You may be thinking that I'm just a kid who happened to inherit the company of a madman by pure chance or some possibly diabolical plot. And you'd be absolutely right." He paused to let the questions and camera flashes pass by, completely ignored by the young hero. "At first, when I heard that I was now owner of this company, I immediately thought nothing, because I fainted the moment I got the news." He paused to allow the laughter to pass. "Then my second thought was to throw all of this away. The man who built all of this up from nothing was a monster in every sense of the word, and I was afraid that anything connected to it would become just as bad eventually. But I've learned something these past few days, and here it is. We are what we choose to be. I have a huge company and a lot of money at my disposal, and I could choose to be irresponsible with it like my predecessor was, but I won't."

"I won't bother you all with the exact details, but I recently found myself in a bit of a lose/lose situation. The only way I could have won was to cave in and use the money, but that would have cost me my moral stance on the subject. In the end, I didn't even get the chance to make the choice, because a truly sensational hero made the call for me, and I couldn't be happier with the results. As such, I'd like to formally welcome the new official legal team of this company, and my new personal heroes, Ms. Jennifer Walters and Ms. Evangeline Whedon." He gestured to the seated women to his side, who stood and waved to the crowd as they were prompted. "These two will be taking over for the former heads of the legal staff, who will most likely be serving lengthy prison sentences along with several other former high ranking officials of OsCorp in light of the numerous charges against them, including the recent jailbreak of Rhino and Titania."

"And while we're on the subject, I'm not gonna lie or sugarcoat things. This company is in a lot of trouble." He admitted solemnly. "It's no secret that OsCorp has made a lot of poorly thought out and costly decisions in recent history, but now that I'm running this company there are going to be quite a few changes. I intend to make this a company where good people and new ideas are celebrated and supported to the fullest extent I can manage. Connections, money, ambition and public influence will all be secondary to ability, intelligence, compassion and a desire to build a better future. In rebuilding this company, I plan to make a place where the greatest minds in the world can come together to both contribute and receive knowledge and progress freely. A sort of alchemy that combines the advances of the best and brightest in the world. And now for the part you all came for, the renaming of the company."

"I'll admit, OsCorp is both a popular and highly scorned name in equal measure. A fresh start can't happen without a fresh image, and to that end I thought long and hard about what to call it. The first idea that came to mind was, admittedly, Parker Industries. That thought lasted about two seconds before I realized that name was just as egotistical as OsCorp." He paused to allow the laughter to pass. "But then I remembered that both I and what I want this company to be are all products of all that has come into our lives. Take my aunt May for instance," He gestured down to his much healthier looking than usual aunt, who was seated next to a familiar looking young girl in a wheelchair with a bandaged arm. "She and my late uncle Ben raised me to always do right by both myself and others, a lesson reinforced by many friends and circumstances in my life, just like what I want this company to be. We're all products of our environment in one way or another, and I want this company to have the best environment it can have. An alchemy of the best we can all bring to the table; Ladies and Gentlemen, please give a round of applause to Alchemax!" He announced as he pulled a rope connected to a tarp hanging above his head, revealing a logo of a yellow 'A' with a break in the bridge to make the inside resemble an arrow.

"Yes yes yes, that's all very well and good now!" J. Jonah Jameson's loud voice cut through the waning applause like a cheese grater against a tender area. "But I'll have you all know that Parker here has signed an exclusive contract with The Bugle, granting us all legal rights to any media distribution in his name, which means none of you have any legal right to-" The image went to black as we backed away, revealing everything that happened just now to be a prerecorded newscast.

* * *

 **Meanwhile - Jennifer & Evangeline's apartment**

"I cannot believe those two." Eva groaned as she pinched the bridge of her nose, the program she was just watching completely forgotten as she trudged overt to her roommate's room and knocked on the door. "Are you two seriously going at it again? Didn't you get it out of your systems last night after the press conference?"

"'Again'?" Jennifer panted as the sounds of the bed creaking slowed slightly. "I think you meant to say 'still'."

"Still?!" Eva panicked as she threw open the door to see Jenn's moaning head poking out from the large and thrashing bulge under the covers. "Have you two been going at it all night long?!"

"Yes and noOOoooOOooo!" Laura moaned as she head and arms flopped off the side of the bed. "I joined in six hour agooooOOOOOOOOO!" She howled in unbridled pleasure.

"A threesome..." Eva stared in astonishment, some questions being answered while more arose. "Exactly how much of this is Parker satisfying you two, and how much is you two satisfying each other?"

"It's mostly Peter." Felicia panted with her tongue hanging out. "Though Gwen is doing quite a bit of work too. Those Spiders really know how to please a gyyaaaalll!"

"You keep-oh God, YES!-getting the numbers wrong too, Eva." Liz added, though she didn't emerge from the covers. "This is a lot more than a threesome-oh GOD, it's so big!"

"Okay, before I blow a gasket, just how many of you are in there?" Evangeline asked ruefully, instantly regretting using the word 'blow'.

"There's me and five girls." Peter raised his hand from under the covers. "Could you give us a moment? None of us besides Jenn are really into being watched."

"Five women?" Eva asked, getting a thumbs up from Peter. "And you're satisfying all of them?" Peter gave that one a so-so. "Don't be so modest, I've never heard Jenn so aroused." Pausing to contemplate the implications of the Sensational She-Hulk not just being satisfied sexually, but completely through the roof with pleasure, she quickly began removing all her clothes and jewelry. "Got room for one more in there? I'm not completely opposed to one night stands." Not bothering to wait for an answer, she quickly crawled under the covers and began reaching around for a handhold. Ten seconds later her voice rang out through the apartment. "Oh GOD! Not a one night stand! Not a one night stand! Lifelong commitment, please marry me!"

* * *

 **Meanwhile - Prison**

A completely white hand irritably turned off a television mounted in the corner. "You two got some nerve showing up here after you cost me my freedom." Chameleon hissed at the pair that had hired him to break out Rhino and Titania.

"Don't look at us!" Panicked the first man as he tried to back away, only to be blocked by Kraven. "It was Rhino that sold you out, and Daredevil that tracked you down! You should be going after those guys, not us!"

"Well my brother can't exactly take out his anger on those two, now can he?" Kraven growled at the two tiny men. "Daredevil is on the outside, and Rhino was transferred to nicer prison upstate for his cooperation. That just leaves you two." He hissed in their ears menacingly.

"I may not be able to act overtly against anyone without extending my sentence," Chameleon noted as he gave a sideways glance to the armed guards keeping a close eye on them. "But I have ways of making your stay here very... unpleasant, shall we say." He grinned down sadistically at the terrified pair.

* * *

 **Meanwhile - Undisclosed location**

"And this brings us to your current position, Mr. Osborn." A hyper-dominate looking woman with long dark green hair and a dark green leather catsuit remarked coldly at her bound captive after turning off the television. "That little hit you put out against Spider-Man not only cost us our greatest living weapon, but it also ended up exposing several of our bases to both SHIELD, and more importantly Deadpool and The Punishers, costing us a great deal of manpower and resources in a very short amount of time. Add to that the sudden draining or seizure of all your private accounts, and you can see why HYDRA is not so inclined to show you mercy. I'm not an unreasonable woman though, I know you're a very skilled individual. If you can give me reason to believe that you have some way of compensating for even half of our losses then I will spare you your life and any further hassle."

For many long and agonizing seconds, the beaten and bloodied form of Norman Osborn remained completely silent, staring at his captors and tormentors with contempt. "I could say any number of things in my defense right now." He finally began. "I could point out how I only paid you to target Spider-Man, and that your weapon's failure and defection is on your head, not mine. I could denounce the stupidity of my former son, and how his selfish, short-sighted, and egotistical bumbling ruined months of careful planning, deception, and manipulations in mere hours. I could even resort to remarking how utterly impossible and unforeseeable by even the greatest tacticians that the mere idea of such a straight-laced hero as Spider-Man teaming up with a lunatic mercenary like Deadpool and such ultra-violent extremists as The Punishers is. I'm not going to do any of that though."

"You kind of just did." The woman smirked at Osborn's attempt at humor, whether it was intentional or not.

"Witty." Osborn deadpanned dryly. "Let's skip the pleasantries, shall we Madame Hydra? I could easily beg for my life, or offer some feeble defense, or try to bargain with you and offer you the services of my genius mind until your perception of my debt to you is paid. I won't do any of that though. Not just because I'm better than that, but also because I've been in your shoes before. I know what it means to have someone completely at your mercy, and then ruin their whole future just for the sake of the bottom line. We both know you've already made up your mind about what to do with me, and nothing I say or do is going to change that. But I'll be damned before I let you rob me of my pride. I've never apologized, and I've never backed down from a challenge. So go ahead, do your worst."

Madame Hydra let out an amused chuckle at Norman's response and slowly applauded him. "Well done, Mr. Osborn, well done indeed. I'll admit, I'm very impressed by your response." She approached him, the sound of her heels on hard metal tile echoing through the room as she bent down to eye level. "Most people would crack after what you've been through, but you clearly aren't most people. You're a very exceptional individual Mr. Osborn, and it would be such a waste to let a man of such great... talent," She hummed seductively as she ran her fingers across his chest. "Go without a prominent place in our organization. I believe you could be of just as much service to HYDRA as Hydra could be of service to you." She tugged his belt lose eagerly with a single twitch of her finger.

"A very tempting offer." Osborn grinned as he leaned in close to Madame Hydra. "It's so good in fact, that I might even be willing to overlook this little... incident."

Grinning, Madame Hydra leaned in close to Norman, her hands trailing up his torso seductively until she finally causally pushed herself away from him and lashed out with a roundhouse kick to his face, a small blade hidden in the back of her heel cutting through his cheeks with surgical precision and giving him a full Glasgow Grin.

"You didn't honestly think I'd fall for your little ploy, did you Normy-boy?" Madame Hydra sadistically looked down on the awkwardly screaming little man. "I had you pegged from the moment you first contacted us with your little hit on Spider-Man. I know your type very well Normy-boy. You look down on everyone that isn't as perfect as yourself, and you always believe that you're sly enough to turn any situation to your advantage. Given even the slightest opening you can make almost anyone your bitch, which is why I'm not giving you anything but pain and humiliation, Normy-boy. You may think that you're in the big leagues, that you can't be broken, but I'm gonna let you in on a little secret, Normy-boy." She whispered as she leaned down to his bloodstained ear. "You're not in the big leagues, you're barely even a player, and everyone can be broken, especially someone as pathetic as you when put up against a woman like me." Harshly pushing his face back into the chair, Madame Hydra walked away and grabbed a towel from one of her subordinates to wipe off the blood without a single backwards glance. "See to it that he's left alive after you break him, his mind can still be of some use to us."

"Madame Hydra, a moment of your time." An unimportant grunt approached the woman, who quickly signaled him to speak. "Over the past few weeks we've been periodically picking up strange traces of some unknown energy in New York. We're not certain what exactly it is, but we have reason to believe it may have some connection to the gem that was stolen from one of our facilities by Spider-Man a few weeks ago."

"Interesting." Madame Hydra hummed thoughtfully as she looked over the energy signatures. "This certainly bares investigation, but we can't afford to have this be traced back to us, especially while we're still vulnerable from that attack. Hire an outside contractor to investigate, but make sure you use a local, less suspicious that way. If we've managed to track down this signature, you can bet that other parties have as well." Her eyes narrowed in suspicion at the approximate epicenter of this energy signature.

Midtown High.


	5. Hot for Teacher

**Chapter 5 - Hot For Teacher**

"Peter! Come down for breakfast!" May Parker's voice reached Peter's room.

"Just a second Aunt May!" Peter called back as he frantically sketched at his desk. "I'm working on some really important blueprints for work!"

"Your blueprints can wait young man, but your chocolate chip pancakes are getting cold!" May informed him teasingly.

"Chocolate chip pancakes?!" Peter exclaimed happily as he dashed out the door and rushed downstairs. "Why didn't you lead with that?" He grinned as he pulled up a seat at the table across from a familiar looking young girl with long black hair. "You hardly ever make these, what's the occasion?" He asked as he piled the pancakes up high.

"The occasion is that the adoption papers finally went through." Aunt May smiled as she grabbed the young girl's shoulder and gave it a reassuring squeeze. "Leah is now officially a part of our family."

"That's great news!" Peter grinned ecstatically as he leaned over to ruffle Leah's hair. "Welcome to the family sis... cousin... what do I even call you anyway?" He asked awkwardly.

"You can call me whatever you want." Leah Parker smiled brightly. "After all, I wouldn't be here at all if you hadn't paid for my operation." She remarked without the slightest bit of hesitation or discomfort.

"Technically it was my lawyer who made that decision." He corrected her just before he began choking on his pancakes when he saw said green-skinned lawyer casually walking down the stairs behind his aunt and Leah, stretching in nothing but her purple lace panties and one of his Spider-Man shirts.

"Peter, are you alright?!" May asked worriedly as her nephew drank some milk to clear his throat.

"Yeah, I'm fine." Peter assured her even as he kept watching Jennifer shrug a halfhearted apology. Apparently she had temporarily forgotten what they did last night just as he had, though hers was due more to absentmindedness than being otherwise preoccupied by brainstorms and pancakes like he was. "Just felt a little _green_ all of a sudden, though I'm sure it's nothing a little more blueprint sketching before school _in my room_ won't fix." He felt a huge weight lift off his shoulders as Jennifer nodded in understanding and went back upstairs.

"Well if you insist." May nodded understandingly. "I'll just get us all some orange juice just in case you're coming down with something." She offered helpfully as she went to the fridge.

"She's amazing." Leah whispered in awe as she absently stuffed her face, savoring every single bite like it was ambrosia.

"She's just getting juice." Peter chuckled as May set down the juice and took her seat at the table.

"But it's so much more than that!" Leah insisted excitedly as she stared happily at May. "You didn't even know who I was and yet you took me in just like that! And you," She turned to Peter. "You're running a huge company, working on big inventions, you're super smart, super generous, super EVERYTHING! And you still find time to go to school and hang out with friends! I can't believe it, it's just so exciting to be a part of all of this!"

"What can I say? You helped me as much as I helped you, after all." He smiled as he began eating, not even noticing how shocked Leah looked.

"Is there something wrong with your food, dear?" May asked Leah worriedly. "Is it hard to get used to something so sweet so soon?"

"No, it's not that, though the taste is much stronger than what I'm used to, but in a good way." She assured her foster mother. "I just don't understand what he's saying. What did I do to help him that was so great? What could I have done?" She asked in confusion.

"Oh, he's just been so modest and helpful about everything ever since Ben passed." May explained with a sigh.

"Who's Ben?" Leah whispered back.

"My late husband." May answered quietly, causing Leah to fidget guiltily in her seat for bringing the topic up. "I know he feels somewhat responsible, but no matter what I say or do to reassure him he keeps trying to take on more and more responsibility. So I do what I can to sneak around his guilt complex and make his life as good as he makes mine, like these chocolate chip pancakes for instance. And I think that just having a bright young face like yours here and safe helps him cope with everything better." She smiled as she poured some orange juice for Leah. "Now eat up. You start school next week, and I want you to be nice and healthy for your first day."

"Whatever you say... mom." She whispered the last part to herself happily, feeling giddy at the prospect.

"That was delicious!" Peter grinned after polishing off his plate and quickly running it and his other dishware through the sink and into the dishwasher. "Well, I'm off to wash up and get ready for school. Don't wait up!" He remarked in a rush before dashing off.

"He was in a hurry." Leah observed curiously.

"Oh, he just can't wait to get back to work." May assured her foster daughter. "Running a company has him so busy, but I haven't seen him in such high spirits in years. He's a brilliant young man, and nothing makes him prouder or happier than tinkering with some project or another."

* * *

 **Meanwhile - Upstairs**

"Jenn, you know nothing would make me happier or prouder than cohabiting with the sexiest woman in the world and seeing her walk around wearing nothing but my shirts and her underwear every morning," Peter addressed his gammazon lover as she curiously poked around his room. "But since I still live with my frail and elderly aunt, this isn't really the best time for you to be walking around like... uhh..." He trailed off as Jennifer began pulling off sexy poses that strained his Spider-Man shirt to the limit.

"Walking around like what?" Jennifer purred as she slowly pulled off her borrowed shirt, revealing the lacy purple bra underneath. "Like we're actually in a relationship?"

"No, it's not that!" Peter panicked as he tried to regain his senses and find the right words. "I mean, don't get me wrong, I really like being with you Jenn, but there's so much I still don't know about you. Like what you're like when you're not green, or how you know Gali. Stuff like that, you know?"

"Fair enough." She shrugged before taking a peak out the door, pleased to find no one else was around. "Tell you what, let's multitask. You ask me a question, I ask you a question, and we keep going until we're both satisfied. Deal?"

"Deal." Peter agreed as Jenn picked up him and a pile of clothes and carried them both out the door. "Though how is that multitasking?" He tried in futility to fight out of her hold.

"Simple," Jenn began as she opened another door. "We talk while we shower together." She commanded as she closed the door behind them, turned on the shower and began hungrily undressing him.

"Is this going to be a regular thing with us?" Peter asked as Jenn pulled his shirt off. "I try to have a serious conversation, you get all sexy with me?" He questioned as he unhooked her bra and let it fall to the floor. "Not that I'm opposed to the idea, I just wanna know what our relationship is gonna be like."

"Don't worry, the fun of constant sex wears off early in the relationship." Jennifer explained as she yanked off his pants in one tug, Peter backflipping to match her movements. "After that it's up to your scintillating conversational skills and sense of romance to keep the relationship going." Grinning as Peter slowly pulled down her panties, she continued. "Now I get to ask you a question. How is it that you're so good in the sack? I'm assuming that you don't have much experience on the subject, given your age and all." She remarked as she picked up Peter bridal style and pulled off his last article of clothing.

"It's actually part and parcel of having spider powers, believe it or not." Peter answered as his girlfriend stepped into the shower, the warm running water quickly relieving his tension. "People build up a type of energy known as Tantric Energy in their bodies the longer they go without sex, and Spiders are able to absorb that power from others through sex. The more Tantric energy I have, the stronger my powers, and the better I get at, well, getting more of it." He explained as he got out of his lover's arms and began washing up.

"Guess that means you didn't get too much from me then, huh?" She-Hulk grinned sheepishly as Peter scrubbed her back.

"I wouldn't really know to be honest." Peter admitted as his fingers trailed down her arms, sending shivers up her back. "Before I did it with you and Eva I'd only ever had sex with virgins, not to mention that _my_ first time was with Gali, and she's thousands of years old, plus she got pregnant from the whole ordeal which gave me even more Tantric Energy than I would have usually got, so I don't really have the best points of reference by any stretch of the imagination." As his hands moved to her abs her shivering got more intense. "Now that was technically two questions, so now I get to ask two in response. First, and this has been on my mind for a while, how exactly do you know Gali? She's not exactly in the yellow pages ya know."

"She actually contacted me-oh God!" She moaned quietly so as not to alert anyone. "We had a mutual... acquaintance in the form of Deadpool-little higher, little higher!" She bit her lower lip to suppress a cry of ecstasy as her boyfriend began tenderly massaging her thighs and gluts. "He thought I could help her with some kind of save the world bit she's working on. We got in touch a few times over the years, but she didn't drop a real bombshell until recently. Imagine my surprise when she contacted me right after we met and told me she wanted me to fall in love with-yes, yes, harder, harder!" She panted as Peter massaged her back and shoulders, along with doing... certain other things. "Please don't ask me how I know him, it's really embarrassing, just know that I'd never sleep with him, I've got standards for-oh FUCK-sake." She winced in joy as she reached climax.

"Okay, now for my second question." Peter continued as Jennifer swung her leg high over his head to turn around and wrap her arms and legs around him. "Oh God, that was good. Okay, okay, exactly how much does being She-Hulk alter your personality?" He asked as they both lathered up their hands with shampoo and began tenderly massaging each others scalps.

"You really wanna know?" Jennifer grinned teasingly as her body began to shrink and lose all green pigmentation. Within moments she was an average brunette woman, and she looked very embarrassed to be in her current position. "Oh my God!" She panicked quietly as she lost her grip, only to be saved from falling when Peter grabbed her and held her close in a classic romantic dip. "This is so wrong, this is so wrong!" Jennifer panicked as she looked around for an escape, barely noticing how hurt Peter looked. "I'm sorry, I'm so, so sorry, but this is so wrong! I mean you're a great kid and all, but you're still so young, and the She-Hulk side of me can get out of control sometimes, and you... you're still... part of you... inside..." She trailed off as her face turned an all time red.

"Oh, sorry about that!" Peter apologized as they parted and stood awkwardly at opposite ends of the shower, most of the water falling on Jennifer. "So... I guess that answers my question then?" He joked sadly.

"I am so sorry about all of this Peter." She apologized again. "Being She-Hulk... it takes away a lot of my inhibitions. It makes me act more open, more free. I use that form to be more confident, more assured of myself. People almost never take the mousy little lawyer girl seriously, but even Captain America would have to pay attention to what She-Hulk has to say, and Iron Man would trade his favorite suit for a chance to spend just a night with the Sensational She-Hulk." She sighed as she rinsed the shampoo out of her hair. "I shouldn't have taken advantage of you like that. You're still so young and have your whole life ahead of you. Being with a borderline bipolar older woman like me would only-mmph!" She was cut off as Peter kissed her deeply. While her first instinct as her plain old human self would be to fight it, something about how tender and caring his touch was made her lean into it.

"Feeling better?" Peter asked her gently when they parted. Jennifer, for her part, could only bury her face in his shoulder in shame. "I'll take that as a maybe." He guessed as he gently stroked her back. "Listen Jennifer, speaking as one superhero to another, I can get where you're coming from. When you're in costume, out on the streets and busting criminals, it's easy to get carried away, let your wild side out, and sometimes you forget whether you're the mask or the person wearing it. You know what I think though? I think that the mask isn't an excuse to let loose, it's a reason to do it. To the people on the streets living every day like everything is all right, whether they know it or not they take people like us as a promise. A promise that nothing truly unsolvable can hurt them, that they can live their days free of the worries of super criminals or natural disasters. That regardless of our own worries, we will always protect others, and that our goodness, our truest embodiment of ourselves, runs from our surface all the way to our core." Pushing Jennifer away a bit so her could look her in the eye, he continued. "And that doesn't just have to be for the normal people on the street either. There are times when superheroes will have to look out for each other too. So let me look after you Jenn, even if you don't wanna look after me, I'll always be there if you need my help."

"...That is so, unbelievably corny and misdirecting." Jennifer teared up before slowly wrapping her arms around Peter and kissing him. It only lasted for a few moments, and wasn't anything to write home about, but to these two lovers it meant the world. "You'd make a pretty good lawyer with smooth talking like that."

"I do my best." Peter shrugged playfully. "So does this mean that we're... okay?" He asked hesitantly.

"Tell you what," Jennifer smirked in a way that made Peter's stomach drop to his feet. "If Peter Parker can make Jennifer Walters feel as good as Spider-Man can make She-Hulk feel, then we're okay."

"And you say that She-Hulk is the uninhibited one." Peter chuckled as he began playing with his girlfriend anew, only to freeze when he heard a knock at the door.

"Peter, is there someone in there with you?" May asked worriedly. "I can hear voices."

"Uhh... I'm all alone in here Aunt May." Peter lied nervously. "I'm just uh... planning out a few projects I'm working on. The mind of a genius is never at rest." He crossed everything he could think of and hope she bought it.

"Alright then." May seemed to accept the lie easily. "Make sure you don't stay in there too long or you'll get shriveled up." As Peter and Jennifer heard her footsteps fading down the hall, they let out a unified sigh of relief.

"That was too close." Jennifer muttered before turning back to her beau. "And speaking of close, let's get this wrapped up quickly, before you get shriveled up." She whispered playfully in his ear, prompting the duo to renew their passionate motions in eagerness.

* * *

 **Later - Midtown High**

"Greetings Peter." Laura said stoically as her mate tried to sneak up behind her as she was sorting through her locker. "You smell green today, are you feeling alright? Perhaps you should skip chemistry today and start eating immediately to calm yourself down." She suggested as she pulled a few books from her locker.

"What are you talking about?" Peter asked in confusion, a little put out that he was never able to catch his feral girlfriend by surprise. "I don't have chemistry until after..." He stopped abruptly as what Laura just said had sunk in. "Did you... did you just quip me?" He asked in shock, and more than a little pride. "You did, you totally just quipped me."

"I have no idea to what you are referring." Laura replied innocently as she walked away.

"Yes you do, you just used like three different innuendos just now. Don't try to play innocent with me, I'm way better at it than you." Peter scolded her playfully as he followed her down the hall. "As wise man once say; the student is not yet ready to surpass the master." He spoke as if her were a stereotypical old Asian man.

"Do not talk like that in front of me." Laura turned on her heel and scowled at Peter, causing him to back up in shock. Before he could respond Laura was already walking away.

"Laura, wait up!" He called out as he rushed to catch up to her, though she redoubled her speed.

"Stay away from me today." She spoke back without turning around.

"Laura, please talk to me for a second." Peter pleaded as he managed to pull up just a few feet behind her. "Did I say or do anything to make you upset with me? If this is about that sensei talk I was doing before, I'm sorry. I didn't know it would upset you. Why did it upset you for that matter?" Laura didn't bother to respond as she abruptly turned into their next classroom, Peter following closely behind. "Laura, could you just-mmph!" He was cut off as Laura pulled him behind the door and began savagely making out with him. Peter was confused by this sudden turn of events, but didn't fight it until she began tugging at his belt, at which point he had to muster up all of his superhuman strength to push her away. "Laura! Now is not the time for this!" He hissed as he just barely managed to keep her off of him.

"This is why... haa, haa... I didn't want to be around you right now, haa, haa." She panted in shame as her face flushed red.

"Laura, what's gotten into you?" Peter asked worriedly. "Are you sick or something? Because you're acting weird, not to mention you're really red and panting like a dog in heat." Even as she was clearly unwell, he couldn't resist making the subtle crack at her pseudo-canine mutation. However, the moment the words left his lips the dots in his head began connecting. "Because you are a dog in heat." He realized in shock and shame. "Oh God, Laura, I'm so sorry, I didn't know. You shouldn't be here." He apologized.

"That makes two of you." A strict female voice scolded them as an attractive redhead in a black suit and tie approached them. "Care to explain what you two are doing in my classroom?"

"I swear, we have a perfectly reasonable explanation for this... somewhere." Peter pleaded as he desperately tried to think of an excuse. However, his thinking was cut off when he noticed Laura growling at the teacher defensively.

"Did you just growl at me, young lady?!" The aghast teacher asked Laura in offense.

"Laura, no, down girl!" Peter commanded as he squeezed her shoulders firmly. "I'm so sorry about this! My friend here grew up in a remote location for her mother's work, and she only recently moved to the city so she's still not all that good with new people, and-wait a second... you're not the history teacher." He realized belatedly.

"Oh yes I am." The redhead corrected him curtly. "I'm Ms. Rushman, and as of today I'm your new history teacher. The previous teacher had to leave abruptly so the school board hired me on as a replacement. Do you have any other questions, comments, or concerns you'd like to bring up with me, or should I just skip to the part where I give you both detention for unbecoming conduct on school grounds?"

"Do we really need to bring detention into this?" Peter asked nervously. "I swear this isn't what it looks like. My friend here was just feeling a little under the weather... and, uhh..." He trailed off as whatever part of his brain responsible for excuses ran out of steam.

"I am on my period." Laura declared bluntly, making Peter turn as red as his Spider-Man outift and Ms. Rushman quirk an eyebrow. "I am still somewhat unused to this feeling, so I went to the nearest familiar face for comfort."

"And how exactly is young Mister..." Ms. Rushman looked expectantly at Peter.

"Parker, Peter Parker that is. Nice to meet you Ms. Rushman." The nervous young man answered quickly under the harsh and scrutinizing glare of his new history teacher as he extended his hand, which was left hanging awkwardly as the stone cold woman made no attempt to return the gesture.

"Ah yes, the school's newest super celebrity." Ms. Rushman remarked nonchalantly, obviously unimpressed by his resume as CEO of Alchemax. "And how exactly did you two meet?"

"My mother works for his company." Laura stood in front of her mate protectively. "She was the first employee he personally hired, so right now he is the only person here I trust, especially since you are clearly lying about your profession."

"Excuse me young lady?" Ms. Rushman questioned bitterly. "I will have you know that-"

"Oh thank goodness! Made it in just under the wire!" A woman with stark white hair in a white suit and skirt breathed in relief as she rushed through the open door. "Now I just gotta get my things in order before the bell rings and-" She stopped short when she saw the people already in the classroom. "Uh... who are all of you, and do you think you could please clear out for a moment? I need to get this room prepped for my first class. I was just hired on and I need to make a good first impression."

"You were just hired?" Ms. Rushman questioned as the list of things that were aggravating her just got longer. "On who's authority? Last I checked the school board hired me to replace the previous history teacher."

"That's... odd." The other woman remarked skeptically. "Because I distinctly recall the school board hired me to fill the vacant position. Who exactly are you three, anyway?"

"These two are just students, and they were just on their way out until the bell rings." Ms. Rushman cued them to make their exit, which Peter tried to do when Laura abruptly pulled him to the back of the class. "As for who I am, my name is Nancy Rushman, and it seems to me that there was a severe bookkeeping error here."

"On that we are in complete agreement." The white garbed woman nodded in an all too friendly manner. "So why don't you collect your things, Nancy, and allow Silver Sablinova to to do the job she was hired for."

"Passive-aggressively referring to yourself in the third person?" Nancy placed her hands on her hips strictly and Silver did the same. "Are you sure that you're qualified to be a teacher?"

Silver was about to respond when Laura cut in. "Neither of you are qualified to teach a class." The canine-esque mutant remarked coldly, much to Peter's frustration. "You are both clearly lying about your professions, and clearly have much experience in deception as your body language does nothing to give away your deceptions. What are your real occupations? Spies, mercenaries, assassins perhaps? What interest do your real employers have in this location?"

"...Quite an active imagination on that one, isn't there?" Silver remarked curiously.

"Apparently she grew up isolated from society." Nancy noted, dismissing the young girl out of hand. "She's still not used to social norms. She actually told me she was on her period to excuse her odd behavior." She whispered the second part to Silver, though Laura still heard it and was not amused.

"Seriously?" Silver whispered back in disbelief. "Right in front of her friend?"

"We are still in this room, you know." Laura muttered bitterly to herself and Peter. "Stop talking as though we are not here."

"We wouldn't be here if we just left like Ms. Rushman told us to." Peter whispered back cautiously. "Why did you have to set them off like that? What makes you so certain that they aren't teachers anyway?"

"They smell of blood and gunpowder." Laura answered quietly, checking to make certain that the bickering teachers weren't listening, and when she was satisfied by the sight of them both making a call on their cell phones she continued. "They also have an incredibly balanced posture, the likes of which I have never seen outside of expert martial artists."

"You do know that a balanced posture can also be found on on a debutante, right?" Peter joked before quickly turning deathly seriously and quiet. "But you're right about the blood and gunpowder smell being something to worry about. I actually think I recognize that Sablinova woman."

"It was in combat." Laura stated, not even considering it a question.

"Silver Manfredi, alias Silver Sable." He responded. "Mercenary and daughter of an incarcerated crime boss."

"And she chose the pseudonym Silver Sablinova?" Laura whispered in what little disbelief she was capable of. "Highly risky and foolhardy, though in her defense she likely did not anticipate encountering someone she knew on this job. Her reactions are off though."

"What do you mean by that?" He asked cautiously.

"When I called attention to her true occupation there was no guarding in her reaction." Laura explained. "Even an expert spy would show at least a minimal amount of defensive behavior if someone exposed their true profession with as much conviction as I did, but both of them treated my accusations as ridiculous without a moment of hesitation. It's as if they don't remember what they really are." She could have explained further, but she quickly shut up when the teachers/agents hung up their phones in frustration and approached them.

"Well, it seems as though whatever error there is in the system will take some time to clear up." Ms. Rushman explained in thinly veiled frustration.

"So to prevent any legal trouble, the school board has elected to keep us both on staff as history teachers until further notice." Ms. Sablinova continued with some reluctance.

"That seems fair." Laura nodded a fraction of an inch. "It should give you two ample opportunity to uncover whatever secrets you were sent here undercover to investigate. I can only hope that you were not sent to investigate us by enemy organizations, for it would be very unfortunate if we were to come to blows over a conflict of interests on school grounds."

"...Not to be rude, but are you on any medications by any chance?" Ms. Sablinova asked honestly, getting a not-so-gentle nudge in the ribs from Ms. Rushman for her trouble. "What?" She glared at the redhead.

"You never ask a student if they're on medication." Ms. Rushman scolded her co-teacher. "If you're really so curious about it, you check the class roster and then ask the nurse's office about it."

As the bell rang and students began pouring into the classroom Peter had a difficult time pushing down the bad feeling Laura's words were giving him. Though she was a girl of few words, Peter knew that what words she did have to say carried a great deal of weight to them. _'It was only been a few words in passing, possibly as an afterthought from her perspective, but she's convinced that these women are here for us,'_ Peter thought to himself as he tried to piece the puzzle together. _'And that they seemed to have no knowledge of their own occupation or reasons for being here. I just can't shake the sensation that I'm more involved with both of these women than any of us know.'_ The thought of being 'involved' with the co-teachers/espionage agents made certain explicit images come to mind that he tried desperately to shake out. _'Better not bring that up around Gali, she'd take that idea and run with it,'_ He gave the cosmic being in question a sideways glace out of the corner of his eye to see her subtly gesturing at both teachers and giving him a thumbs up. _'If she hasn't already.'_ He gave a mental groan as he sunk in his seat.

* * *

 **After School - On Patrol**

"So Gali, be honest with me," Spider-Man spoke on his phone as he hopped from one rooftop to the next, Black Cat by his side every step of the way. "Did you have anything to do with the two spy supermodels now teaching my history class getting hired?"

"I can honestly say that I had nothing to do with them getting hired." Gali replied casually. "If there are agents at the school looking for something, I have no idea what they're doing there, other than that, knowing your luck, it probably does have something to do with you, or will eventually. So says Galacta!" She finished dramatically.

"Thanks anyway babe. Talk to you later." Spider-Man sighed as he hung up the phone. "Well, that was a bust. Do you have any idea why spies and/or mercenaries would be undercover at my school? Besides the obvious that is." He gestured at his mask.

"Not a clue, Spider." Black Cat frowned as they flipped to another rooftop. "The only possibilities that come to mind are that they're somehow tracking some energy a few friends of ours give off. Gali's cosmic energy and She-Hulk's Gamma scented sex stink are two likely possibilities." Scrunching up her nose at her boyfriend, she continued. "Speaking of which you really need a shower there, Spider. I can smell Jennifer all over you from a mile away."

"I took a shower this morning!" Peter remarked defensively.

"Was She-Hulk in the shower with you by any chance?" Black Cat arched her eyebrow teasingly.

"...Only in the beginning." Peter's defense rapidly fell. "She changed into her human form shortly after getting in."

"And she still had sex with you?!" She blurted in astonishment that quickly turned to awe. "Wow, I thought She-Hulk was slutty, but here it turns out that her human half is just as much of a whore as the rest of her."

"Please don't say those things about her in public." Spidey requested pleadingly. "She may like hearing those things in person, but it's still rude to talk like that behind her back, and yes I heard myself talking just now." He cut her off before she could comment on the innuendo.

 ***Spider-Sense!*-Car chase!**

"Thank you conveniently timed distraction!" Spider-Man grinned under his mask as Black Cat latched onto his back as he bounded off the roof and swung after the wildly swerving cars.

"You're not getting out of this that easy babe." Black Cat teased him as they landed on the front running car. "As soon as we're done here I want full details."

"I've already told you everything I can without turning it into a full on porno." Spidey denied her further explanation as he bent over the side of the car and tapped on the glass. "Excuse me miss, but you're going over 70 in a-woah!" He stopped short when he saw his history teacher Ms. Rushman at the wheel.

"Spider-Man!" Nancy gasped in relief as she rolled down the window. "Am I ever glad to see you! These thugs just came out of nowhere a few miles back and rear-ended me, and now I just can't shake them!"

"Calm down, we'll have you safe and sound in no time." He reassured her. "Just think calming thoughts and try not to hit anything, okay?"

"I'll do my best." Nancy nodded nervously. "Try to find out why they're after me while you're at it."

"Roger-dodger!" He mock-saluted as he dodged a bullet that the pursuers fired his way. "Okay Cat, looks like we've got a standard spy thriller car chase on our hands. You take the one on the left while I take the two on the right." He directed.

 ***Spider-Sense!*-Car chase!**

"What the?!" He blurted in shock as Nancy's black car suddenly swerved to dodge an incoming white car at an intersection, which made an abrupt turn and was now driving alongside them. What was even more shocking was that this new car seemed to be a victim of a chase scene as well. "What is this, a two for one special on chase scenes?" His mask lenses contorted in exasperation at the four cars tailing the white car.

"You don't think the driver of that car could be..." Black Cat trailed off awkwardly.

"If it is, I just know this can't end well." He frowned as he checked the other car, and sure enough, sitting in the driver's seat in a mild state of panic was Silver Sablinova. "Two points for me." Even **HE** couldn't help but groan at what an awful inside joke he made.

"Hey handsome, you going my way?" Silver flirted with the wall-crawler to try and ease her tension.

"Me and about a dozen or so other people." He frowned tiredly. "Any idea how you and your friend here both seem to have ended up in separate car chases on the same day?" He pointed at Nancy.

"Nancy, what a surprise to see you here." Silver tried to make awkward conversation once she noticed her co-teacher. "The guys chasing me wouldn't happen to be friends of yours, would they?"

"Only if the guys chasing me are friends of yours!" Nancy snapped back as a bullet whizzed by Spidey's head. "Why are there two car chases in the same place at the same time?!" She asked of no one in particular.

"No idea, but you two must be really good drivers to be able to avoid crashing in all this chaos and multitasking!" Black Cat complimented them from Nancy's window. "Not to mention you're both crazy lucky right now! The thugs chasing you don't exactly look like they're all on the same side, at least if all bullets they're firing at each other are anything to go by!"

"Crap!" Spidey panicked as he turned his attention back to the cars in pursuit. "Almost forgot about those guys! Just stay calm and keep driving! We'll be back once we've sorted this all out!" With that he and Black Cat both pounced away to the nearest cars and began violently redirecting/beating the drivers and gunners.

"...He seems cute!" Silver tried to make small talk with Nancy, who just frowned as she kept her focus on the road. "Oh come on! I can see you blushing!" She teased her.

"I am not blushing!" Nancy denied furiously. "I am angry and running on adrenaline right now, there's a big difference! Besides, I'm much too focused on trying not to die right now to act like some delusional love struck teenager aiming way out of her league."

"Speaking of delusional teenagers, is there anything you care to disclose about all these maniacs chasing us right now?" Silver inquired suspiciously. "Because this seems a lot like something a spy would get involved in."

"What are you talking about?" Nancy questioned in confusion before she realized what Silver was referring to. "Wait, you're talking about what that Kinney girl said this morning, aren't you?"

"Well we are being chased-" She stopped talking when a sudden crash diverted her attention to her mirrors. "Correction, were being chased by unknown assailants in unlicensed cars with presumably illegally obtained guns. After the accusations this morning and the fact that you're trying to steal my job it just makes you look very suspicious."

"I'm suspicious!?" Nancy demanded in an outrage as she quickly pulled over into a parking garage and exited her vehicle, Silver immediately following her example. "You're just as suspicious as I am right now! How do I know you're not the undercover agent, or mercenary, or who knows what you really are!?" She questioned hotly as she and Silver stomped over to each other.

"Because I happen to have an apartment and a roommate down in... uh... down in..." Silver trailed off uncertainly, as if she didn't even really know what she was saying when she said it. "Where do I live?" She asked herself worriedly.

"Not a very good cover story Ms. Sablinova, if that's even your real name!" Nancy accused her confidently. "Here's how a real background goes. I was born in... that's not important right now," She quickly changed the topic, though not quickly enough for Silver not to notice. "But right now I'm living at... as if I would tell some hired gun that kind of information!"

"Oh please, just admit that you can barely remember anything about yourself either!" Silver deflated the rest of her bluster, bring a long and awkward silence between them.

"Well this is an interesting dilemma." Spider-Man noted as he and Black Cat walked into the garage. "Two amnesiac spies of enemy organizations, and two superheroes walk into a parking garage. This feels like the setup to a joke but damned if I know what the punchline is."

"That'd be a first." Black Cat quipped back playfully. "But enough stand-up, we want to know why those thugs were chasing you just now, and just what organizations you two really work for. None of the attackers knew anything, meaning they were just outside contractors, but you two spies were clearly their targets, so spill."

"She's the spy, I'm a teacher!" Nancy and Silver pointed and glared at each other furiously. "No I'm not! Yes you are!" Just as they looked two words away from coming to blows Spider-Man coughed loudly.

"Do teachers have cars with bulletproof glass?" He asked dryly as he pointed to the many bullets stuck in the cracked rear windshields of the two cars.

"...Okay, so maybe we are spies." Nancy accepted the evidence reluctantly. "But then why don't either of us remember anything, and why are both of us undercover at the exact same job?"

"These sound like questions best saved for when we're in a safe location." Black Cat offered as she got in the driver seat of Nancy's car and started it, causing Nancy to jump in shock as she realized her keys had been stolen. "Hop in everyone, we can crash at my place for a while."

"What about my car?" Silver asked worriedly as the others piled into the black car.

"Either come back for it later or call a mechanic." Black Cat answered casually. "I am in no mood to change a flat."

"A flat?" Silver felt a pit of dread in her stomach as she hesitantly examined her car, finding it leaning a bit to the left. "I hate my life so much right now." She sighed as she entered the functional car, leaving her own parked between a couple of old clunkers.

"What a coincidence, I was just thinking how much I hate your life too." Nancy cast a sideways glare at Silver, who responded by extending a certain finger.

"This is gonna be a long ride." Spider-Man sighed as his girlfriend pulled off some flashy and dangerous driving maneuvers to get the heck outta dodge pronto. "I don't suppose anyone knows any good car games?" He pouted when he saw Nancy and Silver glaring in the mirror. "Apparently not."

* * *

 **Later - Felicia's** **Apartment**

"Alrighty then," Spider-Man remarked exuberantly as he set a tea kettle on the stove and turned his attention to the two women seated on the couch. "While that's coming to a boil, why don't you two tell us what you know about Area 51?" He joked as he got in the love seat next to Felicia, who had switched into civilian clothing with the justification that the women sitting opposite them were spies, and could therefor track her through her apartment and keep a secret anyway, so there was no point in her hiding it.

"Are you serious?" Nancy asked as she tiredly pinched the bridge of her nose, while Silver let out a brief chuckle.

"Yes and no." Felicia playfully answered for him. "He does recognize that this is serious, but he's also a total sci-fi nut. None of us know who you two work for, so for all we know you could be hiding some creepy alien stuff."

"Fair enough." Silver shrugged as she reclined nonchalantly.

"I'm surrounded by idiots." Nancy sighed as she quickly collected herself. "Alright, since none of you seem to have any idea what you're doing, I guess it's up to me to get this started. The first thing we should do is identify what the last thing we both remember is, and work our way from there."

"I'll do ya one better," Spider-Man remarked as he grabbed a tablet he'd recently left at Felicia's for work purposes. "You see, I fight a lot of nutjobs, crooks, mercenaries, and other miscellaneous threats in one costume or another on a regular basis, and I'm pretty sure that this is the real you, Ms. Sablinova." He explained as he handed the table to her, showing a case file of one Silver Manfredi on the screen. "Quite a stunning resemblance if I do say so myself."

"Manfredi?" Silver uttered skeptically as she gave the file a once over. "I think I'll stick with Sablinova, thank you very-" She stopped short as disjointed images and sounds flashed by in her mind's eye. Computers. Keystrokes. Words blinking back and forth between one order and another too quickly to discern anything. A blur of red and black. Kicks. Jabs. A shock. Gunshots. A flash. And then...

"-Silver?" Felicia snapped her fingers in front of her face impatiently, as that and the whistling of the kettle snapped her out of her trance. "Silver, are you still in there?"

"Whu-huh?!" Silver jumped in her seat as she rubbed her head to remove the stars from her vision. "Yeah, I think I'm gonna be fine. What happened to me?"

"You just started staring off into space after you read your criminal record." Nancy informed her clinically. "In my experience, or at least what I think is my experience, that's a sign that your memory's been jolted."

"Criminal record?" Silver muttered as she looked back at the tablet in her hands. "I'm... a gun for hire?" She whispered in disbelief as she reviewed the text again, the revelation clearly upsetting to her as she could barely reconcile the image on the screen with her own current self-image. "And the daughter of an old mob boss?"

"So does this make Nancy the good spy and Silver the bad one?" Felicia asked bluntly, causing Silver to wince at the inadvertent accusation, true though it seemed to be.

"Good and bad are entirely subjective terms." Nancy pointed out factually as Spider-Man began passing around the tea. "Also, just because Silver and I apparently work for enemy organizations, and Silver just happens to be a previous adversary of Spider-Man, doesn't mean I or whatever organization I represent are necessarily on your side either."

"Then there's the fact that neither of you can remember anything about yourselves." Spider-Man added as he grabbed Silver's hand gently. "Look, the further either of you try to look in on whoever you used to be, the worse it's probably gonna be from your perspective. That's especially true now that you're half on the outside looking in, and half on the inside looking out. It's gonna be confusing, believe me, I've seen people in positions like yours before."

"Just the one actually." Felicia reminded him playfully. "And she seemed to get over it awfully quick once you started nailing her." Her blunt remark about Spider-Man's sex life got everyone blushing. "And FYI, that's an option for either or both of you as well, in case you're interested."

"...Are you bisexual?" Spider-Man asked his lover bluntly.

"Only if they're a perfect 10 or higher, which these two definitely are." Felicia answered just as eloquently as her arachnid companion. "Besides, it's not like you don't have experience being involved with former criminals just because they they know how to get you hot and bothered." She bat her eyelashes at the Spider, causing Nancy to make a mental note to check her pockets and car later.

At that exact moment Deadpool teleported in without warning and shouted a single word, "CANON!" Startling everyone before disappearing in another flash of light.

"Who the hell was that?" Nancy asked nervously.

"The less you know about him, the safer your sanity will be." Spider-Man remarked dryly as he made a mental note to try and make some kind of countermeasure against teleportation technology, and develop teleportation technology period.

"I'll just take your word for it." Silver felt a chill of unpleasant deja vu run up her spine. "So what was that you were saying about that other girl like us? The one you're apparently nailing?"

"Ahh, that's another story for another time." Spider-Man hissed defensively as he noticed that his hand was still gripping tightly to Silver's, causing him to recoil sheepishly.

"No!" Silver panicked and snatched his hand back in hers before quickly struggling to collect herself. "I mean... I don't want you to..."

"She's all yours Tiger." Felicia purred into her lover's ear as Nancy threw her hands up in exasperation.

"No, she isn't." Spider-Man shot the idea down point blank, causing Silver to pull back weakly, though this time Peter was the one to reach out and grab her hand again. "Wait a second, let me rephrase that. What I mean is that I'm not gonna take advantage of you in a moment of weakness." He paused for a moment to think over his next words carefully, fully aware that he's currently walking on a proverbial minefield without the help of his Spider-Sense. "Right now you're going through a lot of conflicting emotions, and you're reaching out for anything that can give you some form of immediate comfort. I can be a lot of things for you right now; a shoulder to cry on, an ear to listen, a voice to guide you, a hole in the ground to shout in, or hell, just a friend that you used to shoot at but hopefully don't want to anymore." That last one actually got a laugh out of her. "One thing I can't be however is what you're trying to make me be right now. I have a lot of other commitments in my life right now, and you can only be one of them if you're completely sure you're ready for the kind of commitment you want from me. And to be perfectly honest, I already have eight other girlfriends right now." He admitted the last part with great reluctance.

"...Unbelievable." Nancy was stunned speechless by the scene unfolding before her. An amnesiac mercenary was practically throwing herself at a former target, and was being turned down, not because she tried to kill him before, but because he was worried about her feelings and didn't want to hurt her in the long run? As if that weren't enough, his chivalry actually seemed to be turning her desperation for validation into the beginnings of a true infatuation if Silver's forlorn expression was anything to go by. And to top it all off, not only was she developing these feelings in-spite of Spider-Man being a self-admitted womanizer, but he seemed to be completely oblivious to the effect he was having on her. _'I'll have to watch myself around him. I may be a spy but I have no idea how I did on resisting seduction, or any other parts of being a spy for that matter.'_

"Alright, now that that's all done I suppose I'll get dinner started." Felicia clapped her hands for attention. "Spider, since these two fine ladies are our guests and you're my boyfriend I'll need you to set the table for five." She commanded as she went into the kitchen.

"Five?" Spider-Man remarked curiously as he followed her and pulled out a stack of plates from the cupboard. "Were you expecting someone else tonight?" He asked as there was a knock at the door.

"I'll get it." Silver offered reflexively as she went to the door.

 ***Spider-Sense!*-Stop her!**

"Wait! I don't think that's such a good-" He came to a screeching halt as Silver opened the door to reveal Laura Kinney standing right in front of her. "-idea." He finished weakly as he silently prayed to any god that would listen - a list which started and ended with Gali, who was too busy laughing her ass off to help - that Silver and Nancy wouldn't put two and two together, or at least that Laura would come up with some kind of cover story that explained her presence.

"I smelled high concentrations of mating hormones from just outside. It seems that you have already begun courting the spies." Laura proceeded to put her foot in her mouth as she casually approached Peter, grabbed the dishes from him and set them at the table, before finally pouncing on him, yanking off his mask, and making out with him feverishly. "I can no longer fight the heat." She panted erotically as they parted, uncaring about all they prying eyes. "I came here for advice from Felicia, but she lied on the phone about you not being here. She and our teachers are welcome to join us or not, but I need you to cool this heat, NOW." Her words were so dirty but spoken with such a machine-like seriousness that Peter honestly didn't know how to respond. Even as she carried him back to the bedroom like a hyper-dominate cavewoman while everyone else looked on in awe, jealousy, or some mixture thereof, the young wall-crawler could only hang his head in dread of the conversation that would happen at dinner, while also uneasily anticipating how wild his Spider-Sense was telling him Laura would get.

"Well," Felicia broke the awkward silence once Laura and Peter were gone. "That just happened, which means you are now on table setting duty." She pointed at Silver.

"Why me?" Silver protested childishly.

"Because you let her in." Felicia answered bluntly.

"Excuse me, but are we just going to ignore the fact that Spider-Man is not only one of our students, but very likely to be at least connected to what we were both sent to investigate?" Nancy asked irately. "He could have information vital to regaining our memories."

"Maybe, but do you want to ask him about that right now?" Felicia remarked in an 'are-you-serious?' voice as she pointed at the closed door, from which feral moans and growling could now be heard.

"Point taken." Nancy consented as she tried to ignore the elephant in the apartment, only to be drawn right back to it when she saw Silver staring at the door. "Seriously?"

"Don't judge me." Silver defended flatly. "I just found out that I'm a mercenary, and that the most amazing guy I can ever remember meeting is both my student, and a superhero that I used to fight, so I'm a little conflicted right now. Not to mention that the suit is very flattering."

"He's the only guy you can remember meeting." Nancy countered with ease.

"Not remotely the point." Silver remarked with an edge of finality in her voice as she proceeded to tune everything else out to focus on setting the table and listening to the audio erotic in the other room.

* * *

 **Next Day - Lunch Period**

"What are you doing in here, Mr. Parker?" Ms. Rushman asked skeptically as he, Mary Jane and Laura came into her classroom.

"We're here too, you know." MJ remarked sarcastically as they took seats and pulled out their lunches.

"So I noticed." Ms. Rushman frowned blithely as she tried to direct her focus away from her students.

"Okay, so it's obvious that I've done something to offend you." Peter said apologetically which caused Ms. Rushman to look even more cross with him. "Aside from the obviously offensive stuff of course."

"Obviously your relationship with Ms. Kinney is none of my business." Ms. Rushman remarked calmly. "So I can't help but wonder why you made it as obvious as you did."

"Obviously we were not planning on it." Laura explained quietly. "Had I known your physical response to Peter was not due to deliberate courting on his part, but rather your subconscious attraction to him, I would have taken measures to retain the secrecy of his identity."

"Obviously I'm not attracted to my student, consciously or otherwise." Ms. Rushman retorted strictly.

"Can we please stop saying the word obviously already?" Silver whined in protest. "It's giving me the strangest craving for oranges, but the only fruit I have is this pear." She held the fruit up by the stem and glared at it as if it had just kicked a puppy.

"My Aunt May packed me an orange today." Peter offered as he tossed the orange to her. "Trade ya."

"Thank you." Silver grinned as she caught the offered fruit and threw back the pear. "I mean it, I really needed something to go my way today. Between the bill for the new tire, the fact that I don't know where I live and had to stay in the same apartment as a cat burglar and Ms. Personality over here," She gestured to Ms. Rushman. "And wearing the same outfit two days in a row, even something as simple as a really good lunch is enough to make a girl swoon."

"Are you naturally this easy, or is it just because he's a superhero?" Ms. Rushman appraised her coworker skeptically.

"Look, I'm not trying to make any waves here." Peter held his hands up in a placating motion. "What do you say we all just eat our lunches in peace, okay?"

"That sounds fair." Ms. Rushman accepted the offered olive branch. "As soon as you answer my initial question that is, Mr. Parker. Why are you here?"

"Why are you so attractive when you play hard to get?" Laura countered mechanically.

"...Are all of your girlfriends bi?" Silver asked in awe of her directness and courage in flirting with Nancy.

"Just myself, Felicia and She-Hulk." Laura answered. "That I know of." She added as an afterthought. "And I only go for girls if they are redheads." That statement caused MJ to awkwardly scoot her desk away slightly.

"I am not interested in a relationship with my students, even if it is just a cover story I can't remember." Ms. Rushman defended herself.

"Yes you are." Laura corrected her. "If you were opposed to dating Peter your pheromones would smell different than they do. As they are, you are at least somewhat interested in the prospect."

"Laura, please, just let this go." Peter urged her. "You're clearly making her uncomfortable. Even if she were physically attracted to me, which I'm not saying she is!" He inserted urgently. "There's a difference between that and an emotional connection. Relationships are more than just sex. Do I think Nancy and Silver are hot? Absolutely, no question of that. But I'm not just gonna treat them as some kind of conquest. And to answer your question Ms. Rushman, the reason we're here is because we're worried your employers might try to get rid of the competition when you're alone. If we're here, not only is there a buffer, but we can also ask anyone who comes knocking a few questions."

"I suppose that's a reasonable enough answer." Nancy relented. "Thank you for being so considerate of our safety, Mr. Parker."

"Please, Mr. Parker was my father, not that I remember all that much about him. Just call me Peter."

"Very well, so long as you call me Nancy." The words were out of her mouth before she knew what she was saying, but for some reason, which she refused to believe was based on infatuation of any level, she didn't want to take them back. The same could be said about the small talk she began making immediately afterwords. "If you don't mind my asking, what do you remember about you father? I assume he is no longer with you."

"He and my mom died in a plane crash when I was just a little kid." Peter fiddled with his food a bit. "I was so young when it happened that I don't have much emotional response to it anymore. I know it may be a bit harsh to say this, but whenever I think of the word parents, what comes to mind isn't Richard and Mary Parker, but Ben and May Parker."

As soon as those words were out of his mouth several disjointed images and sounds flashed through Nancy's mind. Espionage. Sparring. Training. Assassinations. Subterfuge. Sabotage. Infiltration. Discovered. Bomb. Death.

"Nancy?" Peter shook her from her trance worriedly. "Nancy are you alright?"

"Richard... you're alive." Nancy gasped in shock.

"Uh, Peter actually." He corrected her in confusion. "I just said that Richard was my late dad, remember?"

"I do remember." Nancy smiled wider than any of them had ever seen her. "Peter, I remember your parents! Oh, you look so much like your father!" She remarked cheerfully as she wrapped Peter in a tight hug, only letting go several seconds after she realized what she was doing. "Sorry about that. I got a little carried away, what with all these memories flooding back into my head. Don't go reading too much into it. Peter?" She asked worriedly at the mile long stare on his face.

"You knew my parents?" Peter whispered nervously, so many unsettling possibilities swarming through his mind now. "How... why... why would they have anything to do with you... unless..."

"They were spies as well." Laura voiced the thoughts Peter couldn't bring himself to speak. "The only question remains, who did they work for?"

"Laura, have a little tact, will you?" MJ scolded her gently. "Peter's just had his whole world turned upsidedown. We can wonder about the little details later, right now he's in a very delicate state."

"I just can't understand this." He shook his head in frustration. "I always thought my parents were scientists. That's what I was told my whole life. Did my uncle know this? Does my aunt? Did they even really die in a plane crash or..." He rubbed his eyes and began pacing fervently to try and clear his mind of the increasingly worse scenarios that kept popping up.

"You're feeling betrayed right now." Nancy told him knowingly, how she knew she wasn't certain, but she was fairly sure that this wasn't the first time she was in a situation like this. "However small their roll in your upbringing was they were still your parents. To have your image of them so violently shattered and replaced with something you have no idea how to feel about must be hard on you. I can't say for certain whether I knew them well, or even if we were friends or... something else." She felt her heart squeeze like it was in a vice when Peter abruptly stopped pacing. "I don't even know if you would approve of their actions. All I can say for certain is that I knew them personally, they were part of this lifestyle in some way, and that the plane crash," She dreaded what she was about to say, but knew she had to say it. "Was no accident."

The silence in the room was unbearable. It was as if everyone was suddenly drowning at the bottom of the sea, the water pressure and darkness quickly consuming all of their thoughts. Even Laura, direct and socially awkward as she was, could tell that now was the time to be silent.

For his part, Peter was running through a thousand thoughts a second. He never really knew his parents all that well to be all that attached to their memory. Hell, he didn't even know them as well as he thought he did given this new revelation. Still, Nancy was right about one thing, it did hurt to be betrayed like this. Even if his parents and anyone else who knew had their reasons for not telling him, he still didn't know what to believe in anymore. Part of him was tempted to rush back to his house, grab the Mind Gem, and rip all the information he was looking for right out of Nancy's head. Hell, if it weren't for the fact that he was trying to keep the Mind Gem a secret from everyone, he would have used it to bring back Nancy and Silver's memories right from the beginning.

 _'Look at me, complaining about other people keeping secrets when I'm no better.'_ Peter scolded himself as he glanced at Nancy and Silver, both of whom looked just as bad as he felt. _'I'm keeping them from their memories because I have no idea who they work for or if I can trust them, and they're only keeping secrets from me that they have no idea they have. Hell, Nancy is still acting more or less like a paranoid spy, and even she told me the truth about my parents, or at least as much as she can remember right now.'_ Peter knew he had to come to a decision, and that the longer he waited, the worse everyone would feel. Remembering what his aunt and uncle always taught him about being respectful to women, he came to a decision.

"I'm sorry." He apologized to Nancy, even though she felt he didn't do anything wrong. "I got mad at you for something that wasn't your fault, and you were even trying to make me feel better. I get that life is complicated and full of secrets, especially for superheroes, and even more so for spies."

"You weren't getting mad at me at all, Peter." Nancy assured him happily, glad that he was feeling better now. "You were frustrated and conflicted, but you handled yourself very well. Given the circumstances, I would have understood you even if you suddenly lashed out and attacked me."

"Why would I attack you?!" Peter asked in genuine shock. "It's not like you had anything to do with it."

"Maybe I did." Nancy shrugged wistfully, amazed at the young hero's innocence. "My memories are still so vague to me, I honestly couldn't say for sure if I was involved in what happened. You could be looking at your parent's murderer right now and none of us would be able to be certain of my guilt or innocence."

"Laura, I take back everything I said about you being too direct." MJ sarcastically apologized to the young feral.

"I never took any offense to it." Laura replied, before they were both shushed by Silver, who was watching the scene unfolding like a drama serial.

"How about we make a deal then?" Peter eventually offered Nancy. "You'll trust us to protect you, and we'll trust you to let us know about any memories you recover. We won't know the truth until you remember it."

"And what if I decide to lie about the truth when it comes?" Nancy raised the point. "I have no idea what you're like when you're really angry, so why would I leave it to chance if I have knowledge that might make you angry at me?"

"Like I said, I trust you." He replied as if that answered everything. "And since my Spider-Sense isn't going off right now, I'd say trusting you is at least a neutral idea for the moment."

"How is it that a man as innocent and naive as you is the son of two secret agents?" Nancy asked even as she grabbed his hand.

"I prefer to think of myself as well intended." Peter offered his two cents. "Besides, who ever said I've already told you everything you might be interested in hearing?"

"Don't try to bluff us kid, it doesn't become you." Silver grinned as she began snacking on her orange. "You'd never make it in Vegas."

 _'That's what you think.'_ Peter thought guiltily as his thoughts drifted back to the Mind Gem. _'Try not to think about that. Besides, at the rate their memories are coming back to them I won't even need to resort to that.'_

* * *

 **Romantic Montage!**

Over the course of the next few weeks Peter, Nancy, and Silver would continue to uphold their ends of the bargain. Every time the girls remembered something they'd share it with Peter and his girls, while Spider-Man and his Amazing Lovers would continue to provide a little extra attention to the amnesiac agents everyday as they went too and from work. The protection proved to be largely unneeded though, as after the first attack their pursuers seemed to be trying to keep a low profile. Still, Nancy and Silver appreciated the company their silent and not so silent guardians provided them, as due to their memory loss they didn't really have any other friends to speak of.

Some of the highlights during their time together included Nancy bonding with Laura once she remembered meeting her 'father' at one point, and apparently training under him. Laura tried not to show it, but Nancy and everyone else could tell that she wanted to know more, so it barely surprised Laura - or so she claimed, at least - when Nancy approached her mother and commanded her to tell Laura know everything she could about her father. From that moment on Laura began to spend an odd amount of time with Nancy, and every time she saw her she couldn't help but remember what she had said about being drawn to redheads, a trait she apparently inherited from her father, who Nancy seemed to recall making a pass at her as well. Nancy wasn't sure what to make of that, nor was she sure she wanted to.

As for Silver, she began freely sharing some very interesting information about herself as she began to remember. Her alias of Sablinova was the maiden name of her late mother, who was apparently distantly related to the royal family of Symkaria, a small yet technologically advanced nation known for its cutting edge cloaking technology, located in central Europe. As soon as she remembered this she made a passing flirtation to make Peter king if she ever came into the line of succession, or at least he hoped it was just a passing flirtation. She also went through a small bout of vomiting once she remembered her brief relationship with Hammerhead. As she vented about what a horrible experience it was to Peter, he learned more about the hardheaded thug than he cared to. Nothing too serious, just some weird and disappointing things like what a cheapskate he is, or how his idea of a romantic evening consisted of watching recordings of the Yankees with a big bowl of five-alarm chili. The relationship had lasted all of two and a half weeks, and most of it was spent trying to make a grab for power, usually against each other.

Something both girls mutually enjoyed greatly was when they managed to remember where they lived, at least for the sake of their cover. They were both extremely grateful to have some extra clothes to change into, as shopping with Felicia wasn't the most enjoyable of experiences for them, largely because anything that Felicia thought looked good was a few sizes too big for them. Silver even accused her of bribing a deity of some sort, which actually wasn't too far from the truth.

Things were going pretty good overall. Crime was mostly down to just regular thugs, Peter's personal life was going well for the first time in forever, Alchemax had just invented a cutting edge new insulator against both hot and cold temperatures, as well as electricity, that would be perfect for a new Spider-Man suit, and he'd finally managed to get Tombstone locked up. Life was good, but as Peter was acutely aware, when things start going well for him for an extended period of time, that usually meant he was about to get a painful reality check.

* * *

 **Midtown High - Three Weeks Later**

"Let me get this straight, you were hired to kill Spider-Man, and now you're dating him because you developed an infatuation with him while you were studying him?" Nancy stared at Laura in concern.

"My employers were hired to kill Spider-Man." Laura corrected her. "I was the means they were using to do it."

"And they had been using and conditioning you for your whole life to be a killer?" Silver pressed further, silently making a note to make it her personal mission to ruin whoever was responsible for her horrible upbringing. "What kind of monsters would hurt such a precious little angel like that?" She cooed as she hugged Laura and brushed her hair.

"Please refrain from public displays of affection." Laura protested stoically. "I am not comfortable with you in that way."

"Would you be comfortable if it was Nancy doing this?" Silver teased her, eliciting a soft blush from her.

"I would not find it uncomfortable." Laura denied as she tried to avoid making eye contact with anyone.

"Okay, stop teasing my girlfriend." Peter separated the two girls as Nancy rolled her eyes at their childishness. "Just because school is done for the day doesn't give you a free pass to be more overt about messing with your students."

"Thank you, Peter." Nancy sighed as she resumed grading papers. "I must admit I find it ironic that out of the three of you, you're the responsible one. I would have thought that the Spectacular Spider-Man would be more prone to joining in the mayhem than breaking it up."

"With great power comes great responsibility." Peter recited his favorite quote happily. "I'm just glad everyone is getting along so well. You'd think that with how you two were at each other's throats at the start there'd be more trouble than this."

"Pretty sure we got most of our anger at each other out of our systems when we first came to blows while trying to hack the school computers." Silver smiled at Nancy. "Remember that? We were both trying to hack directly into the system at the same time to get this teaching position?"

"I remember." Nancy sighed in mock-exasperation. "You put in your profile, I put in mine, back and forth, and back and forth."

"And finally we got so fed up with it that we tracked each other down at the same time, and almost collided while rounding a corner!" Silver completed the memory gleefully.

"And then everything after a few blows is just a big blur." Nancy finished, having gone over this story several time. "You do realize that whatever it was that caused us to lose our memories probably happened during that blur, right?"

"And caused me to forget all about beating your ass." Silver sighed wistfully.

"What makes you so sure you were winning?" Nancy gave her counterpart a predatory grin.

"And now I need to separate you two." Peter laughed as he gently pushed them apart. "I gotta ask, what is with this competition you two have got going on? It seems like the closer you two get the more intense the heat between you gets."

"We both have a passion for our work." Nancy explained simply. "A little friendly rivalry keeps you sharp and ready for anything."

"And we wouldn't have it any other way." Silver grinned as she grabbed Nancy's arm for a powerful handshake. "When we get our memories back and you find out once and for all that I'm the better agent, I hope there are no hard feelings."

"Of course not." Nancy grinned as she squeezed back harder. "And when I lock you up for your mercenary work, I just want you to know I'm only doing it because I love you."

"Those two are hopeless." Peter sighed as he reclined on the desk where Laura was sitting. "I'm glad you don't have a super intense rivalry with anyone. I don't know how I'd be able to cope if you did."

"I am hungry. Get me something to eat from the vending machine." Laura commanded her boyfriend.

"Okay?" Peter blinked in confusion at the abruptness of the request. "Anything in particular you want?" He asked as he made for the door.

"Anything with a lot of granola." Laura answered. The moment Peter was gone and her keen hearing detected that he was going down the hall, she turned her attention to her teachers. "Your mutual infatuation with Peter is growing stronger by the day." She interrupted their friendly rivalry bluntly, drawing their full attention to her. "Do not bother trying to deny it. Your hormones and pheromones are so overpowering when around him that it is impossible for me to miss."

"And what of it?" Nancy questioned, not even trying to dispute Laura's claims. If there was one thing she learned about the girl in the time she'd known her, it was that she never said anything she wasn't certain of. "We're his teachers, and his parents were old friends of mine. We're a bit out of his age group."

"Age is irrelevant to Peter's romantic relations." Laura replied curtly. "He is currently involved with two significantly older individuals, and neither of you strike me as the type to pay much heed to age restrictions, or to polygamous relations. What is the real reason for your hesitance to become involved with my mate?"

"...You really don't mince words, do you kid?" Silver sighed as she resigned herself to a very uncomfortable talk. "Look, you're right, it's not that we don't want him, and it's not that we care about being exclusive... it's just..."

"Our lives are too unknown and checkered to risk it." Nancy finished for Silver. "The more we recall about our old lives, the more we realize that being emotionally compromised is prohibitively dangerous. Besides, even if the danger wasn't a factor-"

"Which it is not." Laura interjected. "Peter is fully prepared to deal with any risk involved in any situation. His Spider-Sense actually makes him more prepared for risks than either of you are."

"-Our history and character are." Nancy finished her thought as if she hadn't been interrupted. "Silver and I are trained killers, and unlike you this is the life we chose. We may not remember the full details, but we stuck with these lifestyles of our own free will. Do you honestly think that a straight laced kid like Peter could handle being with us, knowing what we do for a living?"

"I think you do not give him enough credit." Laura replied curtly. "I think that-" She stopped when she smelled and heard something very familiar. "Get down!" She commanded as she leaped out of her desk and overturned the teacher's desk for cover as a sudden explosion rocked the room.

"What's happening?" Nancy demanded urgently.

"Grenade. We're under attack." Laura remarked as she raised her hand, wincing in pain as a bullet torn right through her palm.

"Dear god, are you alright?!" Silver panicked even as the hole quickly closed. "Oh right, healing factor."

"I can't smell them in all this dust, but I can still hear them." Laura closed her eyes to concentrate, shutting out all emotions and outside distractions to focus on the battle. "There's at least twenty of them, all heavily armed. Approaching quickly, can't wait for Peter to get back. We have to taken them out."

"Us?!" Silver squeaked as Laura used her talons to cut two legs off of a metal chair and handed them to her teachers for protection. "Laura, I know we used to be trained killers, but keep in mind that we still don't remember everything about the old us. We can't just jump out there and-"

"Yes you can!" Laura growled fiercely. "I wish I had the time and the capacity to give you a pep talk like Spider-Man did for me, but I don't, so you're gonna have to just trust me on this. It's like riding a bike, or having the skill to outlast pursuers in a car chase, you never forget. Now go!" She commanded as she vaulted over the desk and began attacking the first moving target she detected.

"Well, you heard the girl." Nancy grit her teeth as she followed the leader.

"What the hell, dead if I stay here anyway." Silver grinned and swallowed her fear as she jumped into the fray as well, joined shortly after by Spider-Man. "What kept ya, handsome?" She grinned as she deftly smacked a gun away from one soldier and beat him with the chair leg.

"Oh, you know, traffic is just murder this time of day." He quipped as he threw one troop into another and webbed them both down.

 ***Spider-Sense!*-Three and six o'clock!**

"Hold that thought!" He remarked as he shot a thread to his right and swung it behind him, crashing a mook approaching him into one that was sneaking up on Nancy. "Watch your six!" He advised her as he flipped in the air and kneed both his catches in the gut.

"I had everything under control." Nancy insisted as she threw her weapon at one guy's forehead, caught it on the rebound, rushed up to him and landed a roundhouse kick before snatching away and disassembling his gun in mere seconds. "But thanks for the thought." She grinned as she did the splits to avoid another mook before hopping back up into an uppercut to the jaw. "Damn, I'm flexible!" She whooped in excitement.

 _'Really wish I hadn't heard that.'_ Peter winced as he flipped over a mook trying to shoot him from behind. Feeling mischievous, he tapped the guy on the shoulder before decking him in the face. "Really hope that was your helmet I heard cracking, or your jaw, I'm not really particular."

"RRAAAGH!" A savage roar sounded off as three badly injured troops came flying at Silver, who knocked them all to the ground.

"Hey kid, watch where you're throwing those things!" Silver protested as she pounced on one guy from behind and gave him a serious suplex before stomping on his face.

"Sorry about-AGH!" X-23 cried out in pain.

"Are you alright, kid?" Nancy called out as the dust began to settle, revealing an unfavorable scene. While over half of the enemy soldiers were in various states of unconsciousness, there were still five of them standing, one of which, a female based on her build, was grinding her boot onto Laura's arm, twisting it against her back to keep her restrained, while also pointing a gun at her head. "Oh no."

"Oh yes." The masked woman, likely the leader, spoke from behind her gas mask. "How nice of you to join us, X-23. I was wondering when we'd meet again."

"Sin!" Laura's eyes widened in shock and fear as she turned to face the woman as best her position on the floor would allow. Even though she had very little interaction with the people that once owned her, outside of her mother and the frequent punishments she took from Kimura, she would recognize that voice anywhere as one of the most twisted people she'd ever known. While Kimura was just a straightforward, physically abusive sadist, a proverbial blunt object that she became numb to over time so to speak, Sin was a master of emotional and psychological punishment, a poisoned knife that would twist itself more and more as it got deeper, increasing the pain exponentially over time. She had only met her a few time, and she had no way to confirm it, but she knew in her gut it had been her idea to coat one of her sensei's katana with her trigger scent to force her to kill him.

"So glad you remember me." Sin grinned under her mask. "You and your little friends left quite a mark on me when you raided one of our facilities a month ago." She remarked bitterly as she removed her helmet, revealing heavy burn scars that made her head look like a red colored skull. "What do you think of my new look?"

"Red Skull." Nancy gasped as a flood of memories came rushing back to her. The facility where she was raised. Her training. The test. The injections. The conditioning. The wars. The Wars. The WARS! Her defection. Her condition. Her name...

"So glad you remember my father, Ms. Romanova." Sin grinned sadistically. "For a while you really had me convinced that you were actually suffering from amnesia. Guess I should have known better than to underestimate the infamous Black Widow."

"Black Widow." Spider-Man gasped in awe. This whole time, one of the world famous Avengers and secret agent extraordinaire had been his teacher. But if she was one of the good guys, then that would mean that his parents were...

As if sensing his thoughts, Black Widow turned to him and mouthed three letters to him. _C.I.A._

 _'My parents were in the CIA?!'_ Peter thought in amazement and pride. _'That means they were heroes, just like me!'_

"What are you two whispering about?!" Sin demanded hotly, grinding her boot into Laura's arm to make a point, eliciting a hiss of pain from the girl. "If you value this weapon's existence you'll answer me." She pressed the muzzle of her rifle against her head for emphasis.

"She's not a weapon, she's a human being, unlike you." Spider-Man spat out in disgust as he clenched his fists angrily.

"Sticks and stones, Mr. Parker. Sticks and stones." If Sin expected Spider-Man to be caught off guard by her knowledge of his identity, she was disappointed to see he didn't even flinch. Perhaps he had expected them to know, or more likely he was used to people discovering his identity. Still, Sin had expected this, which is why she brought out the big guns. "I must admit, I'm quite surprised by the strange cycles history takes. You've done more damage to HYDRA in a few weeks than your parents ever managed in years." She grinned in satisfaction as best she could when she saw her quarry tense up even more.

"Don't let her get to you, Spider-Man." Black Widow warned Peter. "If she's anything like her father, then psychological warfare is one of her specialties. She's just trying to rile you up."

"Oh yes, ignore the woman holding a gun to the head of one of your precious 'pets'." Sin placed sadistic emphasis on the word pet, making Peter even angrier. "I'm sure that your teachers will be more than willing to take her place once she's dead. They're both quite smitten with you." She made of show of turning her attention to Silver Sable. "By the way, did you really think you'd get away with betraying HYDRA?" She questioned the former mercenary mockingly, though she was disappointed again when only Silver reacted with fear and guilt, Spider-Man didn't seem to care about her history. Sin chalked it up to his suicidal level of trust in his allies; it seemed it was time to change tactics again. "But I digress. I'll be honest, Mr. Parker, I can't tell you how happy it makes me to be able to finish the job my father started. Like father, like daughter. Like parent, like spider." The revelation that the daughter of the man who killed Mr. and Mrs. Parker was standing right in the room aiming to finally end their bloodline elicited the exact response of unfocused rage and ultra-violence she was looking for.

But not from Spider-Man.

So focused on the wall-crawler was she that her focus on X-23 slipped for just a second; but that second was all she needed to dislocate her shoulder, slip out of the restraining press, and slash the claws of her good hand through the gun and leg that were restraining her in one fell swoop.

"Kill them you fool! Kill them all!" Sin commanded before she even hit the ground, not even paying attention to her lost leg. However, her order may have been quick, but the response was too slow to matter as a white-eyed feral rushed from one soldier to another, slashing them all down with lethal blows with the least amount of effort. _'She's gone into a blood rage!'_ Sin realized as she leveled a backup gun and fired at the feral, though she seemed to know ahead of time where each shot was going and dodged every bullet. _'But how does she have such precise control? If she's anything like Weapon-X she should be ignoring the pain and attacks, not avoiding them.'_

When a clicking noise signified that she had run out of bullets, Sin braced herself for her end at X-23's talons. She was a HYDRA Elite, she was prepared to die at any time. The last thing she expected was for Spider-Man to grab X-23 from behind and restrain her.

"Calm down, Laura. This isn't you, remember? This isn't you!" Peter assured her tenderly as he rubbed her midsection, calming her instantly. "This isn't you..."

"I'm sorry Peter." Laura winced as she popped her shoulder back in place. "It's just... when I heard her boasting about her father killing your parents..."

"I know, I'm furious too, but this isn't the way my parents would have wanted it." Peter assured her gently, shocking Sin at how merciful her enemy was being to her. "I may not have known them long, but they'd want her in jail, where she belongs, not in a grave."

"You want to put me in a cell?" Sin actually laughed at his decision. "Let me guess, you plan to lean on me until I cave and rat out my comrades? Fools! That's not how HYDRA works!" She boasted maniacally as she stared at Spider-Man. "We know who you are Parker. We know what you cost us. We'll be coming for you. Maybe not today, maybe not tomorrow, but someday. And when we do, you'll find yourself wishing you had been on that plane with your parents when the bomb went off."

 ***Spider-Sense!*-BOMB!**

"Everyone out!" Spider-Man panicked as he grabbed Laura bridal style and rushed Natasha and Silver out ahead of them, the group barely making it out just as a huge explosion in the classroom rocked the whole building. "Is*cough*is everyone okay?" He asked them all.

"We will be*cough*once you stop squeezing us." Black Widow winced as she struggled in his grip.

"Oh, sorry about that." Spidey apologized as he got up and dusted himself off before helping the others. "I can't believe that psycho would-mmph!" He nearly jumped out of his suit as Silver's lips collided with his; using her lips, teeth, and tongue to pull his mask up to his lips in half a second so she could deeply kiss him for all it was worth. Though she had a head start, Spidey quickly caught up with her and utterly dominated her, leaving her breathless when they parted thirty seconds later. "Okay, that was unexpected."

"But very welcome." Laura added happily as she hugged Silver. "Welcome to our pack."

"Glad to be part of it." Silver grinned back as she pulled her new beau in for a group hug. "Nancy, I mean Natasha, and I are just so happy to finally have our memories back, and we owe it all to our new lover."

"Speak for yourself. Now that I know who I really am, I'll be taking my leave." Natasha corrected her coldly as she made her way back into the classroom to look for remains, only to be stopped when Laura grabbed her by the shirt and looked at her with those serious, pleading eyes of hers. "Don't even think about it." She frowned.

"What's your problem?" Silver asked aggressively. "It's obvious you want him and you're not afraid to share. I should know, I'm the one who wore you down and talked you into it three days ago." That really got Peter's attention. They had been planing to confess to him for three days?!

 _'How the hell did I miss that?!'_ He thought incredulously as Silver and Natasha continued to argue. _'There were probably a lot of signs leading up to this, but... ugh, I'll never understand women!'_ He silently resigned himself to the madness of the female gender.

"Nancy Rushman consented to the idea," Natasha reminded her as she pried Laura's hands off of her. "I'm Natasha Romanova, Black Widow, I'm a veteran agent of SHIELD and member of the Avengers, and I do not do romance." Though there was a cold steel to her words, Peter could detect a faint hint of pain, a crack in her otherwise flawless defense.

"I can tell you don't really mean that." Peter spoke before he could stop himself. "I may not be an expert on women, but I can tell when someone's in pain. Look, I know I must look like a huge playboy in your eyes-"

"You don't." Natasha cut him off abruptly. "I've seen the way you are with your girls. You're a very loving boyfriend who pays attention to the needs of all his partners. I've seen relationships like your work, and I have every confidence that any women who open themselves up to you would have a life of happiness, regardless of how may sister wives they'd have."

"Then why are you trying so hard not to be a part of that?" Peter asked her tenderly. "I can tell that you want this, but for some reason you insist on fighting it." She tried to look away, which just made him grab her by the shoulders and bring her close. "Is it because we wouldn't be exclusive?" She shook her head a tried to escape. "Is it because you're worried it'll get in the way of your job, or vice-verse?" She shook her head again as tears started showing up in her eyes, causing her to try even harder to get away. She hated showing weakness, after all. "Is it because you think I won't love you back? Because I do love you, Natasha!" He declared proudly, causing her tears to fall freely. "I know this may sound crazy coming from the guy who told you a few weeks ago that he didn't have any interest in getting even more girlfriends than he already had, but I love you Natasha Romanova! Why won't you admit that you love me back?"

"Because you're too good for me!" Natasha broke down, letting her emotions burst forth. "I know you think highly of me but it just won't work! I've seen, done, and experienced things Spidey; horrible things! I was a test subject in my home country! I was altered into some sort of freak in their crazy experiments! I know I look young and vibrant, but whatever they did slowed my aging process! I've seen and done more terrible things in all of my 80 years than a hundred people should do in their combined lifetimes! But the worst of it, the absolute worst of it, is that I'm sterile!" She broke down crying in his shoulder. "I can never be a mother." She choked out as Peter rubbed her back tenderly. "I know it sounds like something a sexist and old fashioned chauvinist would say, but it just tears away at me every time I see a happy family, and know I can never have that! That I can never know the love of my own child..." She whimpered out as she laid her soul bare to a man she had come to love more than anything, confiding in him things she had never confided in anyone else.

"It's okay Natasha, I'm here for you." Peter assured her as he held her closely. "I can't even begin to imagine the horrors you went through or what you feel every time you're reminded that you can't have what you want most." She thought he heard her whimper something about selling his own tragedies short, but he didn't pay it any mind. "But here's the thing Natasha, I'm not gonna stop loving you just because of any of that. So what if your past is terrible; you've got us in the present. So what if you're an old lady mentally; you're still young and healthy physically. And so what if you can't have kids; I have nine other girlfriends who can, and I guarantee you that at least one of my children will look at you with all the love you ever wanted in a child of your own." He noticed her breath hitch, and decided to go in for the finisher. "And besides, if having a child of your own is really that important to you, I happen to know a very skilled scientist with an entire company of geniuses backing him up. I'm certain he can come up with something to make your dreams come-mmhp!" This time he was prepared for Natasha to kiss him, and he guided her through his mouth while exploring her own with all the love and passion he'd come to feel for the woman before him.

"I love you Peter Parker." Natasha panted lovingly once they parted. "Let me just check on the blast zone, and then I'll show you just how much I love you." She whispered seductively in his ear as he pulled down his mask to hide his blush.

"Already checked it." Laura remarked bitterly as she threw a mangled robot to the ground. "The blasts were centered around the troops and this robot. My guess is that they were all rigged with explosives without their knowledge. I was able to identify all the remains by scent, and it looks like Sin didn't want to risk showing up in person." For his part, Spider-Man was disgusted by the callous disregard for life HYDRA had; even their own men weren't safe where they were concerned. It was at that moment he swore to finish what his parents started, by taking HYDRA down for good.

"Life Model Decoys." Black Widow remarked as she switched off her emotions, and was suddenly all business again as she began examining the twisted metal. "SHIELD buys them in bulk for training exercises. They come installed with only basic hardware and software for simple maneuvers, along with hologram projectors to simulate real people, but can easily be upgraded with more advanced equipment. Still, even the standard models don't come cheep, and judging by this wreckage, this has been a very costly expedition for HYDRA with absolutely no payoff, especially with the losses they've been taking lately." She pulled out her phone and began dialing a number only four people on the planet knew. "I'm gonna call in a SHIELD cleanup crew, so I suggest you all make yourselves scarce." She turned to Peter with a seductive grin. "I also suggest that you find somewhere nice and private for later. I'm gonna need to unwind after explaining why I've been out of contact for three weeks, and there's only one thing I can't do quietly."

"How will I find you though?" Peter asked his newest lover worriedly as the others scrambled.

"Don't worry, I'll find you." Natasha assured her boyfriend with a kiss on the cheek. "Now go, I'll be with you soon."

* * *

 **Soon - Silver's Apartment**

"Okay..." Natasha panted as Silver moaned beside her. "That was... unexpected... urgh!" She winced in pleasure as Peter redoubled his efforts on her while she struggled to match his pace. "How the hell-FUCK-are you so good at-FUCK-FFUUUUUCKIIINNNGGGGGG?!" She wailed erotically. "I know all fourty-seven was to please a man-OH GOD-all sixty-two was to please a woman-HOLY CRAP-and I'm pretty sure you've pleased me in at least sixty-five different-I LOVE YOU SO MUCH, NEVER LEAVE ME-ways!"

"I wanna have your babies, Peter!" Silver screeched as her nails dug into his sides. "I want you to bang me nonstop for a hundred years and turn me into your personal baby factory!" She obviously didn't really mean it, but she did expect to have quite a few kids by him if this was his usual level; even more if he kept improving.

"He's really good*pant*isn't he?" Laura twitched as Peter sucked her breasts. "I read once*pant*that good people have good*AAWWWWOOOOOOOOOO!*sex!" She howled to the moon.

"Then Peter must be a saint among-faster, Faster, FASTER-saaaiiiints!" Natasha demanded as she completely lost track of whether her arms were legs, or her legs were arms.

"I'll be honest, I don't know how much longer I can last!" Silver shouted, having lost control of her voice volume twenty minutes ago. "Do you know any way to stop him?" She begged Laura.

"I know one*pant*pant*pant*that might just work." Laura panted like a dog as she barely managed to pull Peter's face to her own. "Peter*pant*I'm pregnant." Shortly after those words left her mouth, Peter collapsed onto her chest, completely unconscious from shock. "I did not want him to find out like this." She whined as she weakly grabbed a pillow and screamed into it.

"YOU'RE PREGNANT!?" Screeched Gali in joy as she teleported into the room, much to Natasha and Silver's surprise. "Oh my One Above All, that is so amazing! We can be preggy buddies! EEEEEKK!" She squealed as she hugged Laura in joy before turning her attention to Natasha and Silver. "Oh Father, I forgot you two were there for a second. Hi there, I'm Gali, the mastermind behind the Spectacular Spider-Harem, and may I just say that it's sooooooo good to have you two on board! I'm such a huge fan of you both!"

"You!" Silver reached for Gali weakly. "You're the one... weird blue gem... memories..."

"I thought you said you had nothing to do with their amnesia." Laura questioned Gali as she began to get her breath back.

"Correction, I said I had nothing to do with them being undercover as your teachers." Gali boasted smugly. "I said nothing about erasing their memories. You got the information secondhand from Peter, so it's understandable why there'd be a mix-up, but when he wakes up please tell Peter that he needs to ask the right questions with me, otherwise I can and will abuse loopholes to death. I'm just a little scamp that way." She smiled impishly.

"I'll... kill you..." Natasha growled weakly as she tried to grab a gun from the side table, only to miss and fall face first in Silver's bare breasts.

"You're going to kill the daughter of Galactus?" Galacta remarked playfully as she deactivated the cloaking technology that kept the closest thing to her true form humans can comprehend from being seen. "Yeah, good luck with that."

As Laura, Natasha and Silver looked at the undisguised cosmic being, they all quickly fell into blissful slumber. Natasha and Silver due to a combination of exhaustion and shock, and Laura because she was just too tired to deal with Gali's weird sense of humor right now.


	6. RunawayRedheadRiderReligiousRevolution

**Chapter 6 - Runaway Redhead Rider Religious Revolution**

"Yeah Aunt May, I'll be working late tonight again." Peter spoke on the phone as he ran a new Spider-Man suit through a sewing machine. "I know you worry about me pulling these all-nighters, but I'm doing some really good work here. The advances Alchemax makes are really helping people. We've already got hundreds of orders for our new fabric from clothing manufacturers all over the world, and right now I'm working on a new metal alloy that should make cars safer for both drivers and pedestrians than they've ever been."

"Oh, aren't you just my little Einstein, Peter." May Parker doted over her nephew's accomplishments. "I know you're busy making the world a better place and all, but I can't help worrying that you might be pushing yourself a bit too hard."

"I'll be fine Aunt May." Peter assured her as he held up his suit to check for workmanship. "I've got a few friends here to keep me company and remind me to come up for air every so often. Trust me, everything's gonna be okay. Now I gotta get back to work, give Leah my love."

"I will dearie, remember to get some sleep. I'll be out shopping with Leah for the next few hours if you need us." May assured her nephew before hanging up.

"So Tiger, how's the new suit coming along?" Mary Jane asked curiously as she leaned on his desk.

"Couldn't be better." He grinned as he held it up for her to see. "With this new fabric I won't have to worry about the weather no matter the time of year. Winter, Summer, Electro attack, this thing can tank it all. And now that I'm done with mine, I can get to work on Gwen's new suit." He remarked happily as he pulled up a window on his computer, showing a design for a new female spider-suit. It was form-fitting, entirely black from the center of the chest area down, and white on everything else except for the underarms and lining of the hood, both of which were red with blue web designs on them. "Don't get me wrong, the 'his' and 'hers' spider-suits Gali made were nice and all, but Gwen's been dropping hints the past few weeks for something to give her a little more independence."

"I'm sure she'll love it, especially if it's made of something so sleek, shiny, soft, and stylish." Liz cooed as she ran her fingers across the fabric. "I definitely approve Petey." She smiled as she gave him a quick kiss.

"Don't get cocky Peter." Natasha reminded him strictly. "Remember, your biggest advantage against Electro and other goons like him isn't your strength, agility, or even your Spider-Sense. It's the fact that he's an arrogant, shortsighted moron who can barely even control his power, and you know just how to rile him up."

"Yes ma'am!" He saluted his girlfriend playfully, a gesture she returned. "By the way, let SHIELD and the Avengers know that their orders of polyfiber fabric are ready to be picked up at any time. I'd tell them myself, but they never gave me their numbers." He shrugged.

"Yeah, sorry about that." Natasha apologized gracefully. "They may be buying from you, but that doesn't mean they trust you."

"Does SHIELD trust anyone they don't sign a monthly paycheck for?" Peter asked rhetorically as he made his way to an unmoving grandfather clock and turned the hands to 8 and 10 before pulling on the pendulum, causing the whole thing to slide to the side and reveal a secret room.

"SHIELD agents get paid every other week actually." Natasha corrected him, not even reacting to the secret room like Mary Jane and Liz were. "But to answer your question, it's kind of a mixed bag. As an organization, SHIELD only places as much trust in people as we have to."

"And as individuals?" Peter went fishing for compliments knowingly.

"Some of us have people we trust with our lives." Natasha threw him a bone. "And the lives of others." She added on silently.

"I promise you Natasha, I'll do whatever I can to help you." Peter assured her sensitively, aware of what she was talking about. "I just need to get some of these other projects off the ground so that Alchemax will have enough funding to keep afloat while I'm working on some more personal pursuits."

"Speaking of personal pursuits, what's up with the secret room?" Liz asked in awe as she looked around at all the assorted nick-knacks haphazardly lining the various walls and shelves. "Is this your secret Spider-Web or something?"

"No, but that is a good name for a hideout." Peter answered as he hung his new suit up in a large transparent cylinder. "This actually used to be where Norman hid his personal collection of Green Goblin gear and a lot of other potentially dangerous things he was keeping to himself."

"Is it safe to be in here?" Mary Jane asked as she eyed a gladiator sword warily, the blade giving her a confusing feeling.

"Sure, just so long as you don't touch anything." Peter assured her. "I've already cleared out anything really dangerous, and some of these things will actually have some very interesting applications once I reverse engineer them. Take that gladiator sword for instance." He gestured at the sword MJ had been staring intently at for a while, only to panic when she picked it up. "I didn't mean that literally!" He nearly jumped out of his skin as he moved to grab the sword, only to meet with resistance when he grabbed her arm.

 ***Spider-Sense!*-She's gonna toss ya!**

"Unhand me, Man!" MJ spat in disgust at Peter as she threw him at the case that he'd put his new suit in, cracking the casing.

"What's gotten into you, MJ?!" Liz demanded as she burst into flames, her clothes turning into her Firestar uniform and her hair turning red. "Why did you just judo throw your boyfriend into next week?"

"I know not who this Emjay or Judo you speak of are, vile demon!" MJ spoke in a semi-refined barbarian accent. "But I can assure you that there is no man alive able to court Red Sonja!" As she said this, a blinding light began emitting from her sword, and when it passed, where once stood an unassuming, if undeniably attractive, teenage girl was now a fully, and overly, developed woman in a scale-mail bikini with leather gloves and boots.

"...Haunted sword?" Peter asked tiredly as he pulled himself to his feet.

"Seems likely." Gali remarked as she and Deadpool teleported in at the desk, the galactic teen already typing away at the computer. "Can't say I know much on the subject though, which is why I brought Deadpool."

"Well that, and I haven't had that much screen time lately." The Merc with the Mouth added as he tipped his cowboy hat and adjusted his mask to hide the lipstick marks on his scared face. Wait, what?! "I was kinda in the middle of something with my lady friend Outlaw when I was teleported. Now if you don't mind I'd actually kinda like to be done with this so I can-HOLY SHIT, IS THAT RED SONJA?!"

"So you know of me, curious sorcerer who speaks in tongues." Red Sonja held her blade aloft threateningly as Deadpool just stared and drooled. "Tell me now why I have been summoned to this strange location, or prepare to have your head parted from your shoulders!"

"Put the blade down, bronze age." Black Widow threatened evenly as she set her wrist-mounted stingers to stun. "I don't know or care who you are or why you're haunting that sword, but you're possessing someone mildly important to me right now, and I think that she'd appreciate her body back."

"Your words and motions make no sense to me, but I can tell we are both fellow warriors my sister." Red Sonja remarked as she appraised her opponent as nonthreatening due to her apparent lack of weapons, her Hyborian age knowledge leaving her unaware of the advances in concealed weaponry and unarmed combat. "Explain to me why I have been summoned, and I shall-mmph!?" She was cut off by the webbing now covering her mouth.

"Okay, there are so many things wrong with what's happening right now, foremost of which is my girlfriend being possessed by some ancient warrior woman, who apparently never heard of the concept of modesty." Spider-Man quipped as he cautiously approached Red Sonja as she pulled the webbing on her face loose. "Now will you just calm down for a second so we can explain-"

 ***Spider-Sense!*-Bitch has a sword!**

"Holy!" Spider-Man panicked as he ducked under a wide slash which decapitated a lovestruck Deadpool before being nonchalantly stopped by Gali's pinkie finger. "Okay, new rule. No trying to cut off body parts from anyone who won't regenerate!"

"A mere man in a jester's outfit dares to try and command me?!" Red Sonja growled in outrage as she noticed, much to her shock, that Deadpool was putting his head back on. She was so distracted that Black Widow was able to zap her with enough energy from her stingers to knock her out.

"Okay, anyone have any idea what that was all about?" Firestar asked as she poignantly glanced at Deadpool.

"What was that all about?!" Deadpool cried out excitedly as Spider-Man used his webs to yank the sword out of his girlfriend's hands. "This is Red Sonja! The ur-example of a warrior woman! The woman famed far and wide during the Hyborian age as undefeated! Not to mention the official holder of the title of single hottest woman in comic book history!"

"We get it, you know a lot about her." Spider-Man cut him off as he cautiously held the haunted blade on a thread at arm's length. "Do you know how we can get her out of MJ by any chance? Because just taking away the sword doesn't seem to be doing the trick." He glanced meaningfully at the unconscious gladiatrix.

"I'm getting to that." Deadpool whined in a pouty sort of way. "Anyway, the legends say that she was originally granted her tremendous strength, durability, and fighting prowess by Scathach, the Celtic goddess of battle, after her family was killed, while she was raped and sold into slavery. From that point on she switched between many roles, from slave gladiatrix, to soldier, to general, to queen of her own sovereign nation, and everything in between, and not necessarily in that order, or only once each."

"That's brutal." Firestar winced as she glanced at her possessed friend, hoping that whatever issues this Red Sonja had didn't seep over to Mary Jane. "So how do we get her out of Mary Jane?"

"Did you try taking away the sword? Because she can only possess redheads with it, and only while in physical contact with the weapon." He frowned when he saw the blade in Spider-Man's web, with Red Sonja still in control of Mary Jane's body. "Okay, so that's clearly not gonna work in this fic. Have you considered beating her up?" He asked honestly.

"Possessed or not, that's still my girlfriend's body she's using." Spider-Man protested bitterly. "There is zero chance of me fighting her seriously."

"Too bad, because that actually might have been your best option." Deadpool shrugged. "Her divine enhancement came with the condition that she never bed with any man unable to defeat her in fair combat, which is kinda stupid when you think about it, what with all fights being unfair by their very nature, and fairness only being a stupid rhetoric used by sore losers. Anyway, given that the writer is trying to be at least somewhat loyal to the source material he's using, and by that I mean there's gonna be some Adaptational Heroism, Adaptational Villainy, Composite Characters, and Decomposite Characters, beating her up one-on-one might be the only way to get your supermodel of a wife back from the devil. And yes, I did just make a derogatory 'One More Day' reference. Stay tuned for the next chapter, where we take a jab at the Clone Saga! It's a Spidey story, we pretty much have to."

"Ignoring most of what you just said, I think I've got the gist of it." Spider-Man frowned as he walked over to Red Sonja and began poking her. "So what? Do I just wait for her to come around and-"

 ***Spider-Sense!*-She's a light sleeper!**

"Yipe!" Spider-Man jumped back to avoid a slash aimed at his head. "Okay, you've really got to start using your words, and quit it with the stabby stuff!"

"You vile curs shall not keep me here." Red Sonja hissed as she ran away. "I shall have my vengeance another day!"

"Not with MJ's body you won't!" Spider-Man declared as he gave chase. "If she finds out that I let her run around in a chainmail bikini while she was possessed, she'll totally kill me!" He panicked as he saw her running full tilt toward the window. "Wait a second, what do you think you're-"

*CRASH!*

"MARY JANE!" Peter panicked as he dived out the window after her.

"Not good, not good!" Firestar seconded as she flew out after them.

"Looks like this is gonna be a redhead chapter." Deadpool remarked conversationally. "Logan is gonna be so jealous when he hears about this. Oh well, he'll change his tune once Jean realizes what a tool Scooter is and go for the hunky Canadian dwarf ten times her age."

"Don't you have a rodeo to get back to, cowboy?" Black Widow asked him sarcastically.

"Right, gotta make sure not to keep the ladies waiting." The Merc with the Mouth nodded. "After Outlaw and I are done fooling around, I've got a job with Domino in a few hours, and I do NOT wanna miss that! Killing bad people always makes her so happy, doubly so if they're mutant haters, which they are. If I'm lucky, I'm gonna get laid twice tonight!" With that gleeful statement everyone was better off not hearing, he teleported away.

"What a freak." Black Widow frowned bitterly as she turned to Gali. "As for you, I have a few choice words to say to you."

"Let me guess, you're wondering why I erased your memory, other than the obvious fact that it was the best way to set you up with Peter of course." The young planet eater casually guessed.

"Start talking." The veteran spy ordered sternly.

"You're not gonna like it~" Gali teased in a sing-song voice.

* * *

 **Meanwhile - Outside**

"Do you have a death wish or something?!" Spider-Man shouted as he dived after Red Sonja. "No, scratch that; you're already dead, and I'm not letting you take my girlfriend down with you!" He shot a web after her, which she deftly swerved to avoid before casually landing on the ground, the pavement cracking under her boots. "Okay, I guess this whole possession thing comes with a few perks." He whistled in awe as he slowed his own fall with a web swing. "And speaking of possession, that's nine-tenths of the law, which means nine out of ten things you're doing right now are illegal."

"Deceiver, I have broken no laws." Red Sonja denied as she maintained an angry exterior, while inside she was silently panicking. She didn't recognize anything in this strange land she'd come to, and there were no landmarks she could make sense of. The buildings were far larger than even the grandest of castles she'd ever seen, and the streets far more crowded than any city she'd been too before, especially at night time. She also made note of the odd looks she was getting, and the curious items people were pulling out. The moment she saw one such item give off a flash, she perceived it as an attack, and charged at the offender in defense, only for the one called Spider-Man to try and fire the sticky substance at her again.

"Okay, new rule." Spider-Man scowled as the onlookers scattered the moment they understood the danger. "No attacking the innocent civilians with the sharp pointy things."

"You claim that man innocent?" Red Sonja frowned as she began her assault on Spider-Man again, the hero once again wounding her pride by just dodging her attacks with practiced ease without retaliating. "He was attempting to blind me with his magic."

"Blind you with his-? That's a camera phone you moron!" Spider-Man corrected her in exasperation. "Were you raised in a cave or-! Oh wait, I forgot, you were raised in a cave." He joked as he easily danced just out of her reach.

"You dare mock my hardships?!" Sonja hissed as a missed strike cut a car in half like paper. "A cave would been a blessing compared to the gladiator pits I grew up in!" She cried out in pain as a blast of fire nailed her in the back before fizzling out against her invulnerable body.

"Will you give it a rest with the whole 'holier than thou' nonsense already?" Firestar remarked tiredly as she hovered twenty feet above the ground, Sonja quickly getting to her feet. "Seriously, what do you say you just get your ghostly butt out of my friend already, and we can call it a day?"

"You claim me to be a spirit?" Sonja was offended at the notion, barely paying notice to a young, colorfully dressed, and clearly uncoordinated girl running towards her. _'Most likely she looks for my protection from these demons. It is good that even in enemy territory there are those who recognize a protector when they see them.'_ She rationalized what she considered a wise but foolish move on the child's part before turning her attention back to the demons. "The only deceased things here will soon be yo-OOOOOUUUUUHHHHHH!" She yelled in pain as the young girl uppercut her in the gut, sending her flying over forty meters in the air, and over a hundred away.

"Uuuhhhhh..." Spider-Man stared on in awe and more than a little fear at the now whooping little girl that just punched his possessed girlfriend into the next county. "I literally have no words to describe what just happened, and this is coming from me; I always have words to describe everything, and usually very witty words at that. Hell, I even have words to describe how I don't have words to describe something; these words to be specific. Words which, by my very nature, should be totally redundant."

"How about awesomazing!?" The little girl hopped up to Spider-Man excitedly. "Is that even a word? Well it is now, because I just made it up. So what did you think, pretty impressive isn't it? Good enough to be sidekick material, don't you think? Can I be your sidekick Mr. Spider-Man? Do you need a sidekick?! HAA, who's the pretty flamey lady? Is she your girlfriend?"

"Woah there, one question at a time." Spider-Man courageously tried to calm her down. "Are you on a massive sugar high or something?"

"Duh, she was fighting you, and since you're Spider-Man that makes her a bad guy." The little girl rolled her eyes as if it were obvious.

"She does kinda have a point." Firestar remarked as the little girl let out a yawn and fell against Spider-Man. "And a major sugar crash by the looks of things."

"Molly!" A black haired, pseudo-Asian teen in gothic attire cried worriedly as she ran over and picked up the little girl. "How many times do I have to tell you to stay out of sight and don't use your powers in public? You had me worried sick."

"Had to Nico," Molly yawned groggily. "Mr. Spider-Man needed my help."

"For the record, I'd just like to say that I didn't need, nor ask for her help." Spider-Man denied vehemently when Nico sent him an angry glare. "Also, your friend just kinda launched an innocent, albeit possessed woman into another timezone." Suddenly sirens started going off. "And now the police are here, great."

"Police?!" Nico panicked as she adjusted her grip on Molly before taking off sprinting.

"Hang on, where do you think you're going?" Spider-Man questioned as he grabbed her to keep her from running off. "Right now there are about three or four majorly weird things going on, and I get the feeling you're connected to at least one or two of them."

"Not my problem!" Nico protested as she struggled to remove herself from his grip. "Look, if that girl Molly sent flying is really innocent, then don't you think you should be going to help her right now?"

"Widow and Star can take care of getting back the supermodel, Webs." Deadpool told Spider-Man, the web-slinger not even fazed by his presence by this point. "Right now we have work to do with the Runaways. Before you ask, yes, I said we, because there's a clause in my contract that says I need to have a major roll in any chapter involving one or more Infinity Gems to provide necessary exposition. Now if you don't mind, I'd kinda like to put a rush on this, because I've got a hot date in a few hours, and I really don't wanna miss my chance to get lucky. Heh, lucky, that's funny if you know what Domino's powers are, besides making pizza."

"Ignoring most of what you just said, if there really is an Infinity Gem involved, then I need to prioritize that." Spider-Man frowned as he turned to Firestar and Black Widow, the latter of whom had just arrived in a very sullen mood. "Do the two of you think you can get to where Red Sony landed and keep her from causing any more trouble, maybe even get her to depossess her host? And yes, I know it's pronounced Red Sonja, I'm just trying to find some humor, any humor in all this nonsense. It's what I do, I can't help it, and I'm really desperate right now."

"We're on it." Firestar saluted as she scooped up Black Widow and flew off in the direction MJ had been sent flying.

"Is it just me, or did Black Widow look very unhappy just now? I mean, more so than usual at least." Spidey asked Deadpool as Nico managed to break free. "And just where do you two think you're going?" He glanced at Nico and Molly as they tried to get away just as the police arrived.

"Freeze! Put your hands up you costumed punks!" One of the officers demanded as they pulled out their guns.

"Dammit, I don't have time for this!" Nico hissed as she pulled out a box cutter. Just as Spider-Man was about to stop her from trying to attack the cops who were just doing their jobs, the Asian goth surprised him when she slit her own palm.

 _'Okay, I didn't know she was_ that _kind of goth!'_ His panic turned to more surprise when a meter long metal staff with a large ring fixed to one end popped out of her cut. "Possessed swords, super strong little girls, staffs appearing out of cuts, exactly how much more magic stuff am I gonna see tonight?" He asked rhetorically.

 **"Disco Fever!"** Nico shouted as she pointed her staff at the cops, causing them to spontaneously break out in hives and start dancing to the tune of the Earth, Wind, and Fire hit song September, which they were farting and burping in seven part harmony.

"...Again, I have no words to describe this." Spider-Man frowned as the two girls made a break for it. "Should we... I don't know... follow them, or something? I mean, the part of me that isn't scared of them and wants to arrest them after that display kinda wants to study them in action."

"Who needs to follow them? I know where they're bunking while they're in town. Quick Spider-Man, grab my belt!" Deadpool declared dramatically.

"Only if you promise not to make a crude joke or fly off with a rainbow trail streaking out of your butt." Spidey rebuked as he did as instructed, the duo teleporting away and leaving behind the flash mob of sick police officers.

* * *

 **Meanwhile - With Firestar & Black Widow**

"Natasha, I've gotta ask, what's with the frowny face?" Firestar asked her sister girlfriend as they flew over the New York skyline in search of Red Sonja. "You look like you ate two raw lemons today instead of just one."

"I really don't wanna talk about it." Black Widow remarked bitterly. "You'd just laugh at me if you knew, after all."

"Widow, I would never laugh at you, if only because I know you'd kill me if I did." Firestar assured her. "Now be honest, what's got you extra angry?"

"...I just asked Galacta why she wiped mine and Silver's memories a few weeks ago." Natasha relented grudgingly. "Aside from setting us both up with Spider-Man that is."

"The answer was less than pleasant, wasn't it?" Firestar smiled in rueful sympathy at Natasha's plight.

"She did it because the coincidence was too funny to pass up." Natasha frowned in disdain. "Silver and I were both in the same building hacking the same computers to try and set ourselves up in the same undercover position at the same time. That was just a side reason though; the main reason is that we changed the system so many times so quickly before we encountered each other and began fighting that it messed up wi-fi signals all over the city."

"Hold on, you're saying that she sealed away most of your memories because you were keeping her from blogging?" Firestar gagged as she tried desperately to stifle a laugh. "Sorry, I'm not laughing... I-I just swallowed a bug, that's all." She insisted.

"You know I'm too smart to fall for that bit." Black Widow reminded her. "Lucky for you I don't have time to address it. I just spotted Mary Jane." She pointed to a street corner where people were running away from a confused looking woman who was cutting through cars in a rage.

"Here's hoping she's willing to listen to reason." Firestar frowned doubtfully as she flew down.

"With people suddenly displaced from their own time, there's usually about a fifty-fifty chance of reason working." Black Widow remarked conversationally, her statement getting her an odd look from Firestar. "I've lead an interesting life." Was all she said on the subject before they landed.

* * *

 **Meanwhile - Just Outside Alchemax HQ**

"You're certain that they came this way." A woman with long wavy blonde hair dressed like Captain America addressed an officer.

"Absolutely." A female officer frowned as she turned to her still sickly and dancing coworkers. "Just look at what those maniacs did to some of my best men, not to mention the fact that that menace Spider-Man was with them. I swear, it's bad enough a bunch of super powered runaway brats have been on some twisted cross country crime spree, but now they've teamed up with the biggest local menace of New York."

"How many times do I have to say that Spider-Man's a good guy before you believe it?" A male officer shook his head disapprovingly at his partner. "Honestly, from what our guys are managing to tell us through their... conditions... they have no proof that Spider-Man was working with them."

"If he's such a good guy, then why didn't he stop those delinquents before they did this to our officers?" The female demanded skeptically.

"Can you give me any unbiased information about what happened here that you can actually confirm beyond any shadow of a doubt?" The shield toting woman tapped her foot impatiently before glancing at the female officer. "And for the record officer, please don't confuse inaction with malice; remember that heroes don't **have** to risk their lives to protect the unaware innocents. Whether you believe it or not, most people are thankful for what help and protection they can get from things they can't protect themselves from." The frustrated and bitter look on the officer's face at her telling off left the young hero more satisfied than she felt comfortable being.

"Only that Spider-Man followed the runaways with some lookalike, and a few of his friends flew off after some gladiator woman in, get this, a chain mail bikini. And the gladiator woman was sent flying for miles by one punch from a little girl." The male officer could barely restrain his laughter after seeing the disbelieving looks he was getting from the women. "I swear, I wish I could make up something like this."

"That little girl must be Molly Hayes." The Captain America lookalike frowned in concentration as she pulled out a photo with six kids pictured in it; four girls and two boys, each one looking happy and innocent. "Hard to believe six kids could kick up such a fuss, powers or no powers."

"Is there anything else we can do to help you American Dream?" The female officer asked.

"Just see if you can get those other officers some medical attention." American Dream winced as the disco farts and belches began to wind down and the officers collapsed in exhaustion as their rashes quickly vanished. "See if there are any lasting side effects of 'Disco Fever'." She pinched the bridge of her nose as she tried not to imagine the headlines this would no doubt make the next day. "I've got some possible leads to follow up on." She remarked as she slung her shield across her back and hopped on her motorcycle, speeding off into the night.

Once she was gone the male officer turned to his female counterpart. "...So, what do you think she is?" He asked hesitantly.

"I have absolutely no idea; the rumors are all over the place." The woman sighed tiredly. "Some say she's Captain America's opposite sex clone, some say she's his illegitimate daughter, or his lover, or an attempt to recreate the super soldier serum in someone completely unrelated to him. They're all so crazy I can't really bring myself to believe any of them."

"I heard a rumor on this blog that she's his niece from another dimension, and was brought to our dimension along with Captain Americas from all over the multiverse to stop a race of amazon warrior women from the future from taking over the world and enslaving all men." The male officer shuddered at the thought, though whether it was in fear or arousal is best left unknown. "Then, after helping to save the world, she stayed so she could always stand by the side of the man she had come to love."

"Get your head out of the clouds, and your mind out of the gutter, and help me write up a report on this, will ya?" His partner rolled her eyes tiredly. "Seriously, it's not our business as to how American Dream became a Young Avenger, and even if it was, there's no way it'd be something as crazy as that."

However, as American Dream, aka Shannon Carter, was speeding off kilometers away on her motorbike, she found her heart clenching as she feared for what her beloved Spider-Man had gotten himself into this time. _'I haven't seen you since we stopped Superia and her Femizons from taking over the world, and now you're getting tangled up in something I fear may be even bigger than anything else before. I know you live a dangerous life Peter, and I know you're more than capable of handling yourself, but I can't help worrying this may be too big for even us to handle.'_

* * *

 **Meanwhile - Western New York State Border**

 _'Finally, after three weeks of being forced to toil away for those reptile fetishists, and another ten days covering my tracks and changing my identity and face as I trudge my way home, I'll finally be able to regain my kingdom!'_ Thought a very ugly looking man with an oversized hooked nose, bald head, and a huge mouth contorted in an uneven grin as he drove a heavily loaded pickup truck towards a tollbooth. _'HYDRA may have forced a powerful bioweapon out of my genius, but those fools gave me just the tools I needed to make my escape, and reach my greatest achievement yet! Soon Spider-Man, I'll make you pay for everything you took from me! And you too Little Harry!'_ Norman Osborn was barely able to contain his maniacal laughter as he checked the two large containers under the tarp of his pickup truck. Clearly whatever he had gone through while in the clutches of HYDRA had turned a man who once only faked insanity to cover his tracks, into a truly unhinged and depraved individual. _'Just a little further now, and I'll soon have regained everything that was stolen from me, including a son I can actually take pride in!'_

Norman was so focused on his unhinging obsessions that he barely noticed the roar of a powerful, borderline unearthly engine in time to make a passing glance behind him. Perhaps it would have been better if he didn't though, for what he saw in that fraction of a second further changed him for the rest of his life. It was an unholy combination of human engineering and who knows what that sped down the road, flippantly ignoring all laws of both man and nature. A motorcycle with tires engulfed in searing hot flames, an engine that roared like a thousand tortured souls of the damned, and its rider was covered in jet black leather, with their head nothing more than a fleshless skull wreathed in the flames of hell itself. As the infamous Ghost Rider sped past Norman Osborn, his eyes met empty eye sockets for a a mere fraction of a second, but that was all that was needed for Osborn's crimes to burn his face beyond all recognition, in a process so painful that a lesser man would have died instantly, his crimes so great that even a passing glance from the widely feared Penance Stare was enough to kill under normal circumstances. As Norman desperately jumped out of his car and rolled on the streets to extinguish his burning skin against the jagged pavement, the hard, rocky surface was actually mercifully soft compared to the infernal flames that engulfed the whole of his now brutally scarred head for only a few seconds.

While this incident was extremely life changing and damaging for the already unhinged Norman; to the surprisingly well endowed (for a skeleton) Alejandra Jones, it barely even registered as a minor event compared to her self-imposed mission that had coincidentally led her to the city of lights on that night.

* * *

 **Meanwhile - Back With Spider-Man & Deadpool**

"Luuucccyy, I'm hoooome!" Deadpool catcalled when he and Spidey arrived at a dimly lit warehouse, the duo quickly dodging a bolt of energy and a wave of fire with minimal effort. "Something tells me they weren't expecting house guests." Deadpool shrugged as he put out the fire on his head.

"Don't shoot!" Spider-Man held up his hands in a placating motion, trying to diffuse a situation that didn't need to happen. "We're friendlies... I think, my chauffeur wasn't exactly a hundred percent clear on where he was taking me." He decided to press his luck once several seconds of no lasers or fire had come and gone. "Maybe you've heard of me, I'm your Friendly Neighborhood Spider-Man?" He offered hopefully.

"How did you find us?" A voice, teenage male by the sounds of it, demanded from behind a crate.

"Ask the guy with the teleporter belt, I don't even know who you guys are to be honest." Spider-Man shrugged, glad they were at least willing to talk.

"They're the Runaways, a group of five loyal friends and their pet dinosaur from the west coast who, well, ran away from home when they found out their parents were the criminal masterminds of The Pride, and had been sacrificing hookers in crazy rituals for the past twenty-four years in an effort to wipe out humanity and obtain immortality." Deadpool explained, several kids and a deinonychus of all things peering cautiously around the crates as he spoke. "The Runaways consist of the powerless super genius son of thieves, Alex Wilder! The straight C, jock son of mad scientists, who stole fire controlling gauntlets and x-ray goggles, the latter of which he uses to peek on girls, from his parents, Chase Stein! The overweight, cynical and snarky daughter of time travelers with a psychic link to her pet dinosaur, Gertrude Yorkes and Old Lace! The lesbian daughter of solar radiation absorbing and projecting aliens who sold out their home planet to the Skrulls out of spite, who also has a male suitor in the form of an arranged marriage she knows nothing about that could stop an interplanetary war, Karolina Dean! The young daughter of mutant psychics with mutant strength on par with Hulk, not the She- variety, straight up Hulk-level, Molly Hayes! And finally, their unofficial leader, the Goth-Loli Mahou Shojou herself, wielding the fabled Staff of One, said to be able to make even the highest order of demons tremble in fear, Nico Minoru!" By the end of his long spiel the last two members had finally gotten back from running away from the crime scene earlier, both of them very shocked to see that the very people they were running from had gotten to their hideout before them.

"The crazy guy sure does talk a lot, doesn't he?" Molly chuckled innocently almost immediately after Deadpool finished, quickly defusing the tension that had been building since their arrival.

"Trust me, you don't even know the half of it kiddo." Spider-Man chuckled as he playfully mussed up her Hello Kitty wool cap. "So I take it your name is Molly?"

"That's me!" Molly jumped up and down as her friends tried to get her to settle down before her playfully excited bouncing could cause a small earthquake. "I can't believe I'm actually meeting you; live, in person! I have got to be your biggest fan EVER!"

"Molly, settle down already, would ya?" An athletic blonde in a Letterman jacket with goggles resting on his head and large metal gauntlets encompassing his hands managed to calm her down. "I'm totally stoked to meet a real hero too, but you don't see me half destroying our base with the bunny hop."

"Right, sorry about that Chase." Molly grinned sheepishly before darting around with her arms outstretched like an airplane. "But this is still the best thing we could hope for, right? I mean, I have no idea who his new sidekick in the cheep knockoff costume is, but now that we're working with a real hero like Spider-Man, he can totally lead us to victory, stop the evil plans of our parents and save the world!"

"Heh, she just called you a sidekick in a knockoff costume." Spidey couldn't resist making a dig at Deadpools' expense.

"Just you wait for the other shoe to drop, Webs. We'll see who's still laughing after that." Wade sulked vengefully.

"Molly, stay away from that... that menace!" A girl with glowing kaleidoscope skin and hair and the figure of a junior model quickly pulled the little girl away from the duo and shielded her behind herself. Personally, Peter thought that wasn't the brightest move she could have made just now, ironically because all her glowing might damage Molly's eyes. "You may fool some kids into thinking you're a hero, but I still stay up to date on current events." She remarked as she fumbled around behind her before brandishing a recent issue of the Daily Bugle in front of her like some kind of holy shield. "The Bugle says you're a menace to society, and unlike most kids today, I still put well earned faith in upstanding icons of the media."

"Karol, put that litter box liner down before you give yourself a papercut." A slightly stocky girl in glasses, mismatched grunge clothes and purple hair dye casually flicked her friend in the forehead before snatching the newspaper and happily ripping it to pieces, her pet dinosaur making her best effort to laugh at the amusement her master was sharing with her. "I thought you would know better by now than to put too much faith in first impressions. Honestly, I gave those Spider-Man articles the Bugle did a passing glance, and I nearly barfed from how transparent and egotistical the guy at the head of that gilded tower of lies is. The only reason Jameson forces the people at the Bugle to print this blatantly untrue slandering bullshit is because he's ticked off that Spider-Man is rightfully more popular than his mentally defective astronaut son."

"It's official, Gert is now my favorite." Spidey grinned at the perceptiveness and wittiness of the girl. "Seriously, after just a few seconds of listening to you I can already tell we're gonna get along great. Anyone who can sum up J. Jonah Jerkface so easily and sarcastically is practically a saint in my book."

"Yes, not that this hasn't been a very informative little get together, but we really have our own issues to deal with." Nico cut in as she physically separated them, placing her Staff of One between them to serve as an unspoken threat. "So if you don't mind we'd very much appreciate it if you let us get back to our own problems, while you go deal with yours."

"Not before they tell us who the traitor is." Gert casually protested the protectiveness of her friend, causing everyone except Old Lace and Deadpool to gasp in shock. "Okay, Nico and Molly weren't here at the time, so they're excused, but you three heard Rambo here talking about us just now." She glanced at Alex, Karolina and Chase as she jerked her thumb in Deadpool's direction. "He described us as a group of FIVE loyal friends and a dinosaur, and then went on to give incredibly accurate descriptions of all of us, using information even some of us aren't aware of; by the way Karol, remind me to ask him for more details about your closet homosexuality and male fiance you didn't know about later. And Chase, I better be the only girl you're using those x-ray goggles on." She made a deliberately mischievous aside to the glowing girl and the blonde jock, who both lit up, literally in Karol's case, in embarrassment. "Given how much he obviously loves talking and going all fanboy, I highly doubt he'd make such a blatant mistake without at least trying to correct it. Ergo, one of us is probably a traitor, selling us out to our parents as we speak; the only question now is who?"

"Gert, that man is clearly insane." An African American boy with glasses and an afro tried to reason with her. "Hell, how do we know he isn't a spy sent by our parents to try and sow dissent among us? Wasn't it you who said that all adults are evil?"

"Hey, I resemble that remark!" Deadpool protested mockingly before cracking up. "Okay, I am a little on the crazy side, but this intel I'm spitting is totally on the level, I swear! Don't believe me, just ask Webs here." He slung his arm over Spider-Man's shoulders "Seriously, the HUD he's installed in his new suit has a direct link to a database chock full of criminal intel!"

"How do you know I installed a HUD in my new suit?" Spider-Man narrowed his lenses at Deadpool suspiciously, even as he tapped the spider logo on his chest, underneath which, woven into his suit, was the Omega Drive. This caused the HUD in his lenses to start streaming the data from it.

"Dude, you're a turbo nerd with disposable income, moonlighting as a super hero, and you just updated your wardrobe. I'd be very disappointed in you if you **didn't** install a HUD in your suit." Deadpool deadpanned as if it were an obvious deduction.

"...It's scary just how much sense that makes." Spider-Man was forced to admit as he sorted through the lines of text flashing before his eyes. "Now let's see here: searching for The Pride, subsection Runaways, keyword 'informant'... and here we go!" He grinned to himself as less than ten files came up. "Not much to go on here, just a single note left in the ruins of the Hayes household from the night you ran away that says 'I'm still on your side - Signed Anonymous'. Other than that it's just a short series of intel reports updating them on your position and activities; but there is one unique one that details your strengths and weaknesses. Alex is powerless but smart, Chase is incompetent with his tools but provides comic relief, Molly has no attention span and tires easily but is stronger than the Hulk, Karolina is weak-willed but versatile, Gert is paranoid and cynical but highly observant, Nico is barely scratching her potential, but serves as glue to us all and could easily defeat The Pride if she opened her mind a bit. Does any of this mean anything to you guys?" He asked the Runaways collectively.

"Okay, whoever this mole is is about to get a serious beating!" Chase frowned as he clashed his metallic fists together, momentarily igniting a pillar of flame behind him. "Where does this tool get off calling me the comic relief?! I'm totally the most athletic one here!"

"We do not have a mole in the group!" Karolina insisted adamantly, bordering on blind stubbornness. "Every one of us saw the horrible things our parents are capable of, and we've all been through so much together! There's no way any of us would go back to those... those people after what we saw them do!" She struggled to not fully dehumanize their parents, showing just how conflicted she was.

"Why doesn't Nico just cast a spell to reveal the traitor?" Molly suggested sleepily, causing everyone to gape at her in shock. "What?" She asked in confusion once she noticed the stares she was getting

"...I don't know what's more shocking; what you just said, or the fact that you said it." Gert was the first that managed to speak once the shock wore off. "Are you sure you're not secretly a super genius? Because that idea is too perfect to pass up!" She cheered as she lifted Molly up like a parent and child playing rocketship.

"Will everyone just cool their jets for a moment?!" Nico pleaded angrily. "We're all getting way too ahead of ourselves here! Do you all honestly believe that just because some local superhero and his lunatic friend says that there's a mole among us, that that automatically makes it so?!"

"Nico..." Gert winced as she glanced aside guiltily. "This is Spider-Man we're talking about." She defended the stance she had taken as if that simple statement summed up more defense than even the most eloquent lawyer in the world could conjure - which it totally did, if the nods Molly and Chase were giving to second the idea were anything to go by.

"Am I really so highly regarded in the super hero community?" Spider-Man asked Deadpool curiously, the idea of being respected and well known totally foreign to the young super hero.

"Mostly just in the state of New York, but the stuff you do spreads like wildfire across the internet, especially since Galacta started blogging about you." The Merc With The Mouth answered as the Runaways continued to heighten their debate in volume and anger.

"Remind me to thank her for improving my image later." Spidey grinned under his mask, once again finding himself in the increasingly odd, comfortable, and oddly comfortable position of being grateful that he was drugged and raped by a cosmic being capable of eating planets, with some unknown endgame revolving him and their unborn bastard child in her mind. However, for the moment he was more focused on the group of kids that were becoming increasingly fractured by their presence. "Should we do something about them? I mean, it is kinda our fault that they're fighting like this, and clearly you know a lot more than you let on, so I'm guessing there's a good chance you know who the mole is."

"Some people might consider me borderline omniscient." Deadpool teased playfully, getting an uninterested 'yeah right' glance from Spidey's lenses. "But I'm really only as in the know as the plot demands. The best way to think of my intel is like cheap Mexican food; it goes by so fast that you don't have time to fully process or understand it before your stomach gets queasy, the shit hits the fan, and everything starts to stink to high heaven."

"Remind me never to eat your cooking, or go to you for euphemisms." Spidey quipped as he casually turned his attention back to the Runaways, reminiscing back to a time when he was as high-strung as they were about the hero business.

"Look, can we all just shelve this topic for later?" Alex suggested calmly as he got between his friends, trying to diffuse the tension even as he spared an angry glance at Spider-Man and Deadpool, who casually and mockingly waved at him in response. "We all know that Nico doesn't exactly get unlimited uses out of her magic, and we have to save it for when it matters. We've all been through a lot together, and we know from experience that we can't turn to anybody but ourselves, so why are we putting so much stock into what these people say?"

"While we're on the topic, how exactly does her magic work?" Spider-Man interjected curiously. "I mean, I know she can use it to make a bunch of cops burst out in a musical number while belting out a tune with their bodily gasses, but other than that I'm a little sketchy on the details."

"Holy Shit! Did you actually take my 'Disco Fever' suggestion without me around?!" Chase pouted at Nico. "I really, really wanted to see that!"

"Oh for the love of-" Nico threw her hands up with an exasperated grunt before holding out her staff. "This is the Staff of One; I can use it to conjure up any magical effect I want just by saying what I want to happen, but I can't use any specific words to command it more than once in my life, and it's also incredibly intuitive. So for instance, if I were to say **Expose Traitor** and I actually meant it-"

"Uhh, Nico..." Karolina cut in awkwardly, stopping her friend's train of thought as everyone in the room was uncomfortably avoiding looking in her direction all of a sudden. "You might wanna look behind you; or not, preferably not."

"What are you talking-OH MY GOD!" Nico panicked as she turned away from what she got a brief glimpse of behind her. "ALEX, why the hell are you naked?!"

"I don't know!" The African-American kid panicked as he hid behind a crate, desperately fidgeting his hands about the ground to pick up torn scraps of clothing, only to get cut on the sharp edge of his broken glasses. "My clothes just fell to ribbons all of a sudden!"

"Wait a second... it didn't just happen all of a sudden..." Chase's eyes lit up in bitter realization. "Nico said 'Expose Traitor' and that's exactly what happened! Alex is the one selling us out! Take That!" He shouted in accusation as he pointed at their indecent former friend.

"That Phoenix Wright reference is a bit gratuitous and forced, don't you think?" Deadpool noted casually.

"Maybe, but I always wanted to point and shout at a criminal once they're cornered. You understand, right?" Chase shrugged sheepishly, getting an immediate understanding nod and thumbs up from Deadpool.

"...Alex... you... how could you?!" Nico hissed in a combination of disbelief, pain and anger that was just plain painful to hear.

"Nico, please!" Alex pleaded as he slowly inched out of his cover. "You have to understand, everything I did was-mmph!" The webbing fired at his mouth cut off anything he was about to say.

"Yeah, I'm not in the mood to hear some loony trying to rationalize selling out his friends for selfish and self-centered gain." Spider-Man frowned coldly as he fired off a few more webs to cover and contain Alex, leaving him webbed up and wobbling on his feet. "And don't even try to tell me that that isn't the exact reason you did it, because I've seen your type before, and I know that nobody with the guts to runaway from criminal parents before they can even drive is cowardly enough to turn back out of fear, let alone premeditating it all before his friends even knew what their parents were doing." While Peter was just guessing at some of what happened, the way Alex's eyes widened in shock made it clear that he'd hit the nail on the head.

"What are you talking about?" Nico gasped at Spider-Man before glaring with hostility at Alex. "What is he talking about?!"

"This is just a guess on my part, but he probably led you into discovering those sacrificial rituals your parents were doing, didn't he?" Spider-Man answered for the gagged traitor. "My guess is that he wanted that immortality Deadpool mentioned for himself. He wanted it so badly that he was willing to sell out everybody else to get it. How is that, am I in the ballpark?" He asked crossly as he ripped the webbing from Alex's mouth.

"You don't know anything!" Alex shouted desperately as his furious former friends closed in around him. "The immortality was meant to be for six people! My family and the Minorus would-" He stopped when Molly punched him in the face hard enough to knock out at least seven teeth, break his nose, and send him crashing into a stack of crates.

"So this is just about you and me, is it?" Nico glared at him furiously as she stomped over to him ominously, her eyes lighting up with a mystical purple glow as her anger brought some of her innate magical potential to the surface. "This has always been about you and me, hasn't it?! I know you've been into me for years, and when we started a relationship after running away I was actually happy! Can you believe that? After running away from home and losing everything I ever knew and trusted, even my own parents, plus my image of them, and except my closest friends, I was actually HAPPY!"

"Nico, calm down!" Spider-Man urged her gently, the situation quickly spiraling out of control. "I know you're angry at him, but don't cross this line. I know betrayal hurts, I've seen and experienced it myself enough times to know that just going over the line and killing the source of all your anger is so tempting, but you have to resist it. Killing him won't make you feel better, it'll just make you feel empty."

"...What do you know, anyway?" Nico asked him honestly, momentarily diverting her attention from an increasingly frightened traitor. "How would you know if killing him won't make the pain go away? Have you ever killed anyone who hurt you? Was it really as empty as all those old after school specials say it is, or were those morons just painting a pretty lie to try and hide how amazing revenge really is?"

"Actually, the human brain is hardwired to process pleasure and revenge in very similar ways, so it's technically a scientific fact that revenge does feel very satisfying, and grants those who were wronged a sense of closure." Deadpool explained like some after school special as a rainbow that said 'The More You Know' on it flashed behind him in his imagination.

 _"Deadpool Sense, Spider-Man's pissed off at you."_ One of Deadpool's internal voices deadpanned sarcastically.

"Hey, it's not my fault that millions of years of evolution have seen fit to make it so that humans and human sub-species equate revenge with emotional satisfaction and a sense of closure." Deadpool defended himself to the biting glare of Spider-Man. "If you wanna blame anyone, blame the natural course of evolution, and to a lesser extent Gaea and the Celestials for modifying the human race in its early stages so that various genetic anomalies would eventually give rise to the likes of Mutants, Inhumans, Atlantians, Gods, and an assortment of other miscellaneous sentient species." Once again, not surprisingly, everyone was staring at the mercenary as though he'd grown a second head, which he just might one day given his mutated cancer.

"...Ignoring Deadpool, as I always do, I've never killed anyone myself, and I don't plan to. Ever." Spider-Man noted resolutely. "But I've seen what it can do to people who give into it, how extreme it can make them act. Ever heard of the Punishers? I've seen them in action, did my best to try and stop them too. Their whole lives are dominated by revenge, by brutally killing as many criminals as they can to try and make themselves fell better about all their tragedies. I honestly don't know whether what they do really does make them feel better or not, but I know that once you take that first life in cold blood, it just doesn't stop. It never stops until it destroys you. Do you want that to be your life?" He asked her desperately, causing her resolve to weaken, and the purple glow in her eyes to die down.

"No. I don't." Nico sighed reluctantly as she lowered her staff and turned back to Alex. "I hate you for what you've done **Alex, Mentally Retarded** or not though, you don't deserve death." She quickly turned away from her ex-boyfriend and addressed the remainder of her team. "Let's just leave this jerk here and call the cops on him, we have more important things to take care of. Namely, stopping our parents from succeeding in the final stages of their twisted plans."

"How are we going to find them though?" Chase asked worriedly as she signaled for them all to follow her outside. "Alex was the one we relied on to track them to this city for their final sacrifice, but now that we know he's been a traitor this whole time, all of the 'leads' he gave us before are doubtful at best."

"We have another lead, and a much better one at that." Nico turned to Spider-Man, and to a lesser extent Deadpool, the glimmer of hope in her eyes shining through the mental stress of finding out her boyfriend was secretly evil. "You knew we had a traitor, you have intel on our parents, if anybody knows where our parents will be sacrificing their final tribute to their masters, it's gonna be one of you two."

"They don't have that kind of information." A new voice interjected as the star-spangled sweetheart American Dream stepped into the light. "But perhaps I could help you."

"Does everyone know where we live?!" Gert cried out in dull exasperation as American Dream walked forward. "What's the point of a secret base if everyone knows where we-" She stopped short when she and everyone else saw American Dream lifting up Spider-Man's mask just enough to make out with him. "Hello." She barely kept herself from laughing as she covered Molly's impressionable young eyes and elbowed her boyfriend to keep him from staring.

"I've missed you so much Spidey!" American Dream practically squealed as she hugged him. "When you disappeared just after we beat Superia I was worried it might be years before I saw you again! But now we're back together, and we can finally be a team, just like you promised." She sighed dreamily as the tall young woman pulled his head into her bosom, earning Chase another gentle elbow to the gut from his girlfriend.

"...Do I know you?" Spider-Man asked her nervously as she let him out of her cleavage. "I mean, you're making out and talking with me like you know me, but I don't know you, at least I think I don't. Then again, in my defense, I'm kinda used to girls I just met making out with me for reasons I don't fully understand."

"You don't remember me?" American Dream looked hurt and confused at her boyfriend's words, causing him to get a knot in his gut from guilt, even if he didn't know why. Suddenly her eyes lit up as she playfully smacked her forehead. "Of course you don't remember me, we haven't met yet. Or rather, you haven't met me yet, but I've met you and - never mind, just take this." She smiled as she pulled an envelope out of her pocket and held it out.

 ***Spider-Sense!*-It's a trap!**

 _'A letter is a trap?'_ Spider-Man thought uncertainly as the tingle of his Spider-Sense tingled stronger than ever. _'And why is it setting off my Spider-Sense more than even the Sinister Six ever managed? What could be so dangerous about a simple letter, if that's even what it is.'_

"Oh, by the way, this letter comes with a password." American Dream remembered. "With great power comes great responsibility."

"No way..." Peter gasped in shock at this complete stranger somehow knowing the famous words of his uncle that he held so close and dear to his heart. Immediately he knew he could trust this woman, no matter how much his Spider-Sense told him not to. So, even as his Spider-Sense was beginning to physically hurt him from ignoring it, he grit his teeth and took the letter. "Let's see what we have here." He winced in pain as he opened the letter and took a look.

 ***Spider-Sense!*-Don't read it!**

 _'Dear Peter.'_ Spider-Man began reading the letter to himself, barely able to keep his eyes open through the pain in his mind. _'I know you're in pain right now, so I'll make this brief. You need to trust Shannon Carter with your life, and follow the enclosed map exactly from the moment you get it. Always keep an open mind, and learn to trust in more than just your Spider-Sense. It's a tool granted to you by a quirk of biology, nothing more.'_

 ***Spider-Sense!*-DON'T LOOK AT THE MAP!**

 _'Okay, this is just getting ridiculous!'_ Peter grunted as he handed the map to Shannon, for that was who the patriotically garbed heroine had to be. "Do you think you could lead the way? I'm not so good with maps." He lied as smoothly as he could through his slowly receding headache.

"No problem." American Dream accepted the map and gave it a quick once over. "Huh, the route looks a bit roundabout, but you're the one who gave me this letter in the first place, so I guess you know what you're doing."

"Of course I do." Spider-Man rolled his eyes in exasperation as he turned his attention to Deadpool. "I don't suppose the Infinity Gem tied to all of this is the Time Gem, is it?"

"That's the second to last Infinity Gem we have scheduled, so I'm gonna say no." Deadpool answered smoothly. "This time we're after the Soul Gem, which grants complete control over, you guessed it, souls and magic. This thing is seriously dangerous dude, I shit you not. You know how even the most powerful supernatural beings have to make deals with willing participants, wait for evil people to die naturally, or receive convoluted ritualistically sacrificed humans to actually take souls? Well this thing can skip the middleman entirely, ripping souls right out of the poor victims like old Velcro."

"That doesn't sound good." Spider-Man remarked urgently as he turned his attention back to American Dream. "Wherever that map leads, we need to get there on the double!"

"You can get on my bike with me, but I'm not sure how we're going to bring the others along." She remarked as she stole a curious glance at the remaining Runaways.

"I can transport my team just fine." Karolina asserted as she flew out the door. "C'mon, I'm burning daylight here, literally!"

"Road trip!" Molly cried excitedly as she rushed out, followed quickly by the rest of the Runaways.

"You coming along for the ride Deadpool?" Spider-Man hesitantly invited the crazy mercenary.

"Thanks for the offer, but I think I'm gonna just drop off the backstabber with the proper authorities and get back to my real job." He politely declined. "Bust some heads and make some jokes for me, will ya?" He smiled as he saw Spider-Man flash him a quick thumbs-up before riding off on the back of American Dream's bike. "Now then, as for the dirty double-crosser..." He grinned menacingly as he ripped the webbing off Alex's face and cracked his knuckles, promising great pain to the whimpering young man.

* * *

 **Later - New York Skyline**

"Is anyone else getting serious Back to the Future vibes from this?" Chase asked his teammates as Karolina carried them in a sphere of light while following after American Dream and Spider-Man. "I mean, a letter from the past that's actually from a guy who knows the future, a plot device that pretty much hands us a cheat sheet on a silver platter, and some other third thing that I'm too confused to think of right now."

"I know what you mean." Gert seconded his opinion as she nuzzled into his shoulder for comfort, Old Lace awkwardly following her example on his other shoulder. "I swear, if I see flaming tire tracks anywhere, I'm gonna scream."

"Everybody look down!" Molly grinned eagerly as she looked through the bottom of the bubble, causing everyone to reflexively look down.

"...Chase."

"Yes Gert?"

"What am I looking at here?"

"It looks like flaming tire tracks."

"That's what I thought." Gert frowned before taking a deep breath.

* * *

 **Directly Below - New York Streets**

"Do you hear screaming, or is that just the ringing in my ears from the motorcycle?!" Spider-Man asked the woman he was holding onto for dear life over the roar of the New York traffic.

"You should wear noise canceling earplugs like I do!" American Dream smiled back at him. "I can have basic conversations while keeping my hearing loss down to nothing."

"I'll be sure to have something along those lines installed in my next Spider-Suit. By the way, how exactly do I know you?!" He asked her casually. "I mean, clearly you know me pretty well, but given the way my life has gone just this evening, I'm guessing there's some Back to the Future-type shenanigans going on here!"

"Let's just say you're going to do both of my biggest idols some huge favors somewhere down the road in the past, and I was more than happy to be of service!" American Dream answered him cordially, before a sly grin came across her face. "You were also my first, and being the traditional girl that I am, I don't plan to marry any man other than my first!"

"Noted!" He took the pseudo-proposal in stride as he took a curious sniff of the air. "Hey, do you smell sulfur by any chance? I swear, it's like someone dunked my head in a tar pit!" Following his nose, he looked for the source of the odor, and a chill that wasn't his Spider-Sense shot up his spine. "IS THAT THE GHOST RIDER?!" He panicked at the sight of a flaming skeleton decked out in a leather rider suit driving an infernal racing motorcycle. "I THOUGHT HE WAS JUST A MYTH! WHAT THE HELL IS THE ANTI-HERO FROM HELL DOING HERE?!"

"I'd know that bike anywhere!" American Dream beamed as she shifted lanes so that she was driving right next to the infernal biker, much to Spider-Man's protest. "Hey there Alejandra! Looks like I'm running into old friends left and right today! You remember Spider-Man, don't you?" She jerked her thumb at the panicking wall crawler.

"Shan-er, American Dream! Will you please not pull up next to the man who can burn people to death with his eye sockets!?" He pleaded with his pseudo-girlfriend as the temptation of looking at that which must not be seen by the guilty proved too much for him as he snuck a peak at Ghost Rider. What he saw was too shocking for words, but let it be said that Spider-Man never back down from a challenge. "How does a skeleton have boobs?!"

"If I have to hear that question one more time..." A vaguely feminine voice that sounded like it was gargling magma came from the female Ghost Rider as she turned her skull at Spider-Man in irritation.

 ***Spider-Sense!*-PENANCE STARE!**

"NONONONONO!" Peter panicked as the empty eye sockets of Ghost Rider literally stared into the depths of his soul.

* * *

 **Flashback!**

 _Sirens blare a short distance from his home as the world begins to lose all color and vibrancy. His heart sinks as he approaches the scene, his soul full of dread as he begins to fear the worst. An old man clutching his chest in pain as the life fades from his eyes before his wife and nephew. Final words whispered as he leaves this world._

 _*Flash!*_

 _A warehouse surrounded by police. A silhouette framed through the light shining through the window. A crash. A gunshot. A man in red and blue viciously beating a man into submission. A familiar face. Guilt. Recognition._

 _*Flash!*_

 _Several disjointed images. Criminals with superpowers. Crashing. Smashing. Explosions. Shocking. Pain. Albino crimelord. All his fault. Super villains made to distract Spider-Man from minor crimes. Pointing fingers. Accusations. Symbiote. Accusations! May's Heart Attack! ACCUSATIONS! Fighting Goblin. Calling out Osborn. Exposing Harry. Sex. Sex. Sex. Love..._

 _*Flash!*_

* * *

 **Meanwhile - Back in Reality**

"AAAAHHHHH!" A sharp scream snapped Peter from his forced recollections. At first the young hero thought it was coming from himself, then from Shannon. It was only when Ghost Rider started swerving wildly that he realized he-no, she was the one screaming.

"Out of control Hellfire bike! Not good on so many levels!" Spider-Man said worriedly as he tapped Shannon on the shoulder. "I'm gonna jump bikes for a sec, okay?" He warned her, getting a quick nod of confirmation before jumping from the relatively safe normal motorcycle onto the hi-tech racing motorcycle from Hell. ' _It's an uncomfortable reminder of what my life has become that this is actually the least weird thing to happen to me today.'_ He barely had time to think as he struggled to help Alejandra steady herself. "Hey, are you gonna be okay, and hopefully not melt my face off or raise some literal Hell?" He asked her while doing his best to keep a semi-safe distance from the fire that wreathed her skull; which, now that he was up close and personal, he saw still had some barely noticeable long wiry white hair.

"I'm fine!" Ghost Rider snapped irritably at her unwanted copilot once she shook the shock out of her system. "Who or what the Hell are you anyway?! And how does your friend there know my name?!" She barely cast American Dream a sideways glance, who pleasantly waved back at her like an old friend.

"Oh, come on! You come to my city but you don't even bother to look up the Spectacular Spider-Man?" He asked in mock offense. "As for my girlfriend there, she's kinda got a Back to the Future thing going on if you catch my drift."

"I don't." She gave the scariest scowl a skull wreathed in flames could, which was actually pretty terrifying. "What's this 'back to the future thing' you're talking about?"

"You seriously don't know what Back to the Future is?!" Spider-Man pouted in disbelief. "Super famous movie trilogy from the 80s? Features a time traveling DeLorian? The car leaves behind flaming tire tracks like yours whenever it travels through time?"

"I don't know anything about pop-culture." Ghost Rider remarked casually, causing Spider-Man to immediately forget about how scared he was before, in favor of feeling an odd mixture of pity and disappointment that half of his usual quips would go over her skull. "Never saw any reason for it myself. Now then, before I kick you off my bike, mind telling me why my Penance Stare backfired when I tried it on you?"

"Backfired? Wait, you mean how I caused you pain when you tried to... do whatever it is your eye sockets do when they look at people funny?" He asked her in confusion.

"Yes." Ghost Rider growled bitterly. "My Penance Stare burns people in body and soul with the sins they accumulated. If your sins were minor enough, or even if you were an absolute saint, it should just have done nothing. Instead, for whatever reason, your sins hurt me."

"My sins can't be that bad, can they?" Peter frowned sullenly, the weight of his past heavier on his mind and soul than ever. "I mean, I know I've messed up in ways that I can never make up for, but-"

"Never make up for?!" Alejandra parroted in shock, her surprise clear enough to even cause a visible reaction on a featureless skull. "Do you truly believe that?! Your sins are nothing compared to your virtues!"

"They aren't?" Peter blinked in genuine confusion and disbelief. "Didn't you see what I did? The tragedies I caused? Wait, did you read my mind just now!? How much did you see?"

"Are you really this dense?!" Alejandra's jaw dropped so fast it actually fell off and shattered against the pavement, causing her flames to quickly regenerate it. "Yes, your uncle died because you made a mistake, but you've atoned for it hundreds of times over by protecting the people of this city, but that's not even the point I was trying to get at! Your virtuous actions do what is selfless, and would just give you a shield against my powers, not retaliate! When I said your sins hurt me, I meant they literally attacked me when I tried to gaze into your soul! That shouldn't be possible! Sins are selfish by nature, they would never defend anyone! All they know is to drag down everyone around them! Why do you think religion has so many references to the pits of Hell? The whole place is nothing but one giant, flaming hole in the ground."

"Is that seriously how sins and virtues work?" Peter asked, his scientific curiosity overriding everything else at the moment. "Because if it is, then you might not want to mention it in public, or on the internet, or anywhere at all. Some people take their religion way too seriously."

"You're still missing the point." Ghost Rider would have rolled her eyes if she still had any. "Sins and Virtues are Sins and Virtues. One doesn't just act like the other without reason. So either you've found a way to exert complete control over your sins, which I doubt because you don't seem to have any inclination towards magic, not to mention your actual sins are this powerful. Or you've somehow forced your very soul to see many of your virtues as sins, but that would have to mean you have a level of self-sacrifice, selflessness, not to mention a huge guilt complex on par with the only other person in recorded history."

"Oh really, and who might that be, Jesus Christ?" Spider-Man rolled his eyes at how quickly this conversation had gone from righting an out of control motorcycle to some weird kind of Jehovah's Witness type stuff.

"Yes." Was the only answer Alejandra had, both for herself and for Spider-Man, leaving them both speechless for several long seconds as they tried to process the implications of this.

"...So, you're basically saying I'm the second coming of Christ?" Spider-Man couldn't help but laugh at the outlandishness of the accusation. "Okay, I've been called a lot of things in my time, some good, most bad, but that is definitely a new one!"

"You're not the second coming of Christ!" Ghost Rider growled as she skidded to a stop outside a mall, which was apparently the same destination he'd been going to from the beginning, if the fact that everyone else had stopped here when he wasn't paying attention. Hell, even Firestar and Black Widow were there with a chain bound Red Sonja. Suddenly, the motorcycle vanished beneath them in a roar of harmless Hellfire, causing Spider-Man to fall painfully to his butt as the flames collected around the handlebars, which reshaped into a wicked looking scythe.

"Really now? And here I thought you didn't have any answers, since you were trying to get them from me and all." Spider-Man frowned as he got up and rubbed his sore backside. "So tell me, if you had no idea who I was before today, then how can you be so certain I'm not the second coming of Christ like you're implying?" Noticing the looks of shock and disbelief he was getting from everyone, he quickly pointed at Ghost Rider. "Her words, not mine." His defense may have satisfied everyone else for the moment, but Ghost Rider glared at him again, which would have been scarier for him if he didn't already know her biggest trump card wouldn't work against him.

"I know you're not the second coming of Christ, because that's exactly what I came to this city to prevent!" She growled out, leaving everyone, even those who weren't the least bit religious, completely shell shocked.

"Hold on a second!" Nico cut in as she marched over to Ghost Rider, completely unafraid of the infernal anti-hero. "I may not know who you are, or what you're doing here, but clearly there are some common threads at work here. Now then, this religious bullshit you're going on about, it wouldn't happen to have anything to do with twenty-five years of annual ritualistic sacrifices, would it?" For several long and tense seconds, the two unorthodox superheroes just stared each other down, each one seeming to be looking for something, but neither entirely certain of what it was.

"I guess we're all here for the same reason then." Alejandra finally broke the silence as she turned her attention to the motley collection of superheroes. "But just to clarify, it's not just Jesus we're here to kill; Noah and Adam are also planning to wipe out all freewill on the planet."

"My friends and I are just here to take down our evil parents." Nico grinned deviously as she enthusiastically shook Alejandra's hand. "The rest of you guys can take care of the Bible Club."

"Technically, they call themselves the Gibborim." Ghost Rider corrected her as they and the Runaways casually entered the building.

"Potato, Tomato, who cares what they call themselves so long as we can make them dead." Gert snarked as the automatic doors opened.

"Mind explaining exactly what's going on here?" Black Widow tapped her foot impatiently at her boyfriend. "We leave you alone for thirty minutes, and somehow you've not only rounded up a posy consisting of several children, a dinosaur, and Captain America and Ghost Rider with breasts, but you're also the Anti-Christ now?"

"I can explain." Spider-Man tried in vain to defend himself, before quickly losing all his little bluster. "Actually, I really can't explain. I don't fully understand what's going on here." Glancing over to Red Sonja, he was glad to see she didn't even seem to be trying to break free. "I see you finally managed to get Miss Congeniality here to behave herself."

"Your words make less sense to me than this bold new world I find myself in." Red Sonja sighed in resignation as she casually broke her shackles, sending Black Widow and Firestar on the defensive. "There is no need to worry about me, your words have managed to penetrate mine armor. I am now aware that my time has long since passed, and that this body is not mine own."

"Then how about giving it back to my friend already?" Firestar demanded hotly. "She's still kinda using it, you know!"

"Were I able I assure you that I would, but I doth not know how." Sonja shook her head. "Regardless, it seems that there is a battle you must attend to presently. I could be of assistance if you would have me after my mistakes."

"Not in a civilian's body you-" Black Widow was about to shut her out, but Peter held up his hand to silence her. "What are you doing?"

"Believe me Widow, I don't like the idea much either." Spider-Man shook his head bitterly. "But right now, I get the feeling we could use all the help we can get." He explained as he lead everyone inside, rushing ahead a bit to catch up with the others. "Besides, if what Deadpool told me about what's going on here is true, then these bad guys have just what we need to rescue MJ." With a solid goal, the team made a beeline for the basement.

* * *

 **Meanwhile - Mall Basement**

"It's almost time." An Asian man declared as he and eleven others gathered around an offering pedestal with a semi-conscious blonde girl strapped to it. "Finally, after all these years, the ritual will be complete."

"And six of us will get immortality." A man of African descent grinned eagerly. "The only question now is which six?" If they weren't already, everyone was suddenly looking around suspiciously.

"I suppose it won't be any of our children, like we planned." One man frowned bitterly. "Well, except for whoever it was that stayed loyal to us."

"Unless it's your illiterate son, right Mr. Stein?" A glowing woman grinned sadistically as she trailed her finger along the edge of a knife she was all too eager to plunge into the heart of their sacrifice.

"Don't remind me of that disappointment, alien!" Mr. Stein spat bitterly. "It's not enough that his mind is nowhere near as keen as one who inherited the combined genes of myself and my wife should be, but to place more value on foolish pursuits like sports than embracing the brilliant mind he should have had is utterly insulting!" His complaints probably would have gone further, were it not for the fact that he suddenly burst into flame and quickly died screaming, putting everyone else on immediate high alert.

"That's for beating me whenever I didn't ace a test; which was always!" Chase grinned happily from the top of the stairs, having wanted to get back at his abusive father for years now.

"Okay, I'm officially turned on right now." Gert grinned at her boyfriend, who could only scratch the back his head and put on a cheeky grin in happiness.

"How did they get the drop on us?! This wasn't the plan!" An African woman panicked as she took a head count of the heroes now rushing down the stairs. "Where is Alex? What did you do to him?!" She demanded furiously, immediately fearing the worst for her son.

"The Runaways don't take kindly to traitors!" Karolina did her best to come off as intimidating, even as she blatantly kept a fair distance from the ashes that used to be Mr. Stein. "We tied him up and left him to rot in juvie!"

"Actually, it's much more likely that he'll end up in a group home or a mental hospital." Nico taunted The Pride. "After all, I did cast a spell on him to make him a retard."

"You robbed my son of his genius mind!" Mr. Wilder shouted in a rage as he and his wife developed tunnel vision from their anger, ignoring the danger before them to try and rush down the girl who had broken the heart and mind of their child.

"Your anger blinds you, but I still see just fine." Ghost Rider remarked as she held out her scythe so that the angry parents slammed into the shaft gut first, where they were both easy prey to her Penance Stare. "Three down." She tallied grimly over the ashes of the Wilders.

"Can we please not kill anyone else?!" Karolina pleaded frantically as she formed a barrier to protect her friends from the oncoming assault of The Pride. "If not for my sake, then at least for Molly? She's still an impressionable little kid and doesn't deserve-"

"Molly SMASH!" Molly grinned as she slammed her arms on the ground, causing tremors that made the rafters and a support beam fall from the ceiling and crush Mrs. Yorkes, Mr. Hayes, Mr. Minoru, and Mrs. Stein to death before they could defend themselves. "I win! I win! I-" She would have gone on, but she fell asleep from exhausting her powers.

"That child of yours is insane!" The decidedly unsound Mrs. Dean roared at Mrs. Hayes as she and her husband put up a barrier to shield the mourning widows and widowers from a pouncing dinosaur and other falling rubble. "She's going to bring this whole building down on us!" The villainous group looked up at the ceiling in awe and fear, hoping that the barrier would hold up against the cracking ceiling when it caved in.

"Will everyone just cool their jets for a minute?!" Spider-Man ordered as he swung up to the ceiling and rapidly began webbing it up, even managing to hoist the support beam back in place and fasten it with as many webs as he could spare. "You're so reckless that you're tearing this whole place apart! Not to mention killing your parents and almost hurting the hostage! Are you guys always this unorganized?!" He scolded them harshly, causing the Runaways to back up together in shame.

"Hostage? Am I a hostage?" The sacrifice mumbled, barely coherent as she tried to get up, only for the chains fastening her to the pedestal to hold her back. "Okay, exactly how high was I when I agreed to this?"

"Thou hast drugged thine captive?" Red Sonja glared hotly at The Pride as she charged their barrier with her blade thrusting forward, easily piercing the barrier and Mrs. Minoru's shoulder in one strike. "Thou art truly without honor or pride!"

"She was like this when we found her!" Mr. Dean growled savagely as he and his wife ruptured the barrier around them, sending all their enemies flying back. "As for Pride, once we have our immortality, you'll see just how much Pride we have!" He declared as his wife raised her dagger, ready to plunge it into the heart.

"Holy shit! You're really gonna kill me?!" The sacrifice panicked as her mind snapped out of the effects of whatever she was on, her eyes widening in fear at the dagger aimed at her heart. **"Stop!"**

Suddenly, just as Mrs. Dean was thrusting the dagger down and the hostage was trying to struggle free, the hostage somehow yanked her left arm hard enough to snap the chain free, bringing a chunk of stone it was fastened to whipping up and colliding with Mrs. Dean's jaw, cracking it and knocking several teeth loose, sending her unconscious form sprawling in a heap onto the floor.

"What the HE-mmph!" Mr. Dean tried to say before his mouth was covered with webs.

"I was aiming for little Miss Cullen's arms, but this works too." Spider-Man quipped as he grabbed his threads and yanked, pulling Mr. Dean in for a solid haymaker to the nose.

"You did not just compare my powers to Twilight!" Karolina protested Spider-Man's joke about her mother hotly. "I'll have you know I've had some very bad personal experience with vampires!"

"Woah, seriously?" Firestar chuckled as she made what was left of The Pride scatter with a well placed fire blast, before concentrating a flame on her fingertips to free the sacrifice from her shackles. "Vampires are actually real? You gotta be kidding me!"

"Trust me, she isn't." Black Widow sighed wistfully as she casually pinched a nerve in the shoulders of Mr. Yorkes and Mrs. Hayes, making them both pass out. "Take it from someone who went toe-to-toe with Dracula on two separate occasions and lived to tell about it; vampires are no joking matter."

"You fought Dracula?!" Spider-Man and Chase both exclaimed in shock, excitement, and more than a little arousal. "Have you fought amazons too? Are amazons real?! Please tell me that amazons are real!" Chase questioned the SHIELD agent excitedly, getting pulled away by the ear by his girlfriend for his hornyness.

"Uhh, Spider-Man and I fought amazons together once, but that's part of that whole time travel stuff I can't get too into right now." American Dream offered helpfully, bringing a grin to Chase's face, even as his ear was still in a painful vice grip.

"Yet another thing about our relationship I am very much looking forward to." Spider-Man grinned as threw Shannon into the air and caught her bridal style.

 ***Spider-Sense!*-Behind you!**

Quickly turning around, Spider-Man saw former movie star Mr. Dean - former, because with the severity of the damage a Spider-Strength punch did to it, he'd never have the face or the voice for acting again - standing up, his hands glowing with an utterly massive amount of energy that his Spider-Sense let him know could easily vaporize him. Just as he was about to dodge however, a familiar pair of blades pierced Mr. Dean's left lung from behind, causing his power to fade as he collapsed to the ground in pain. "X-23? What are you doing here?" Spider-Man questioned the presence of his semi-feral lover, making certain to use her codename, as she was currently wearing a mask based on her 'father's'.

"Rescuing my friend." Laura answered as she walked over to the sacrifice, easily cutting through the chains on her legs just as Firestar was finishing burning off the shackles on her arms. "How are you holding up, Kiden?" She asked casually as she helped the girl to her feet and pat her on the back.

"Ask me again when the world stops spinning." Kiden mumbled before bending over and barfing - likely deliberately - all over Mrs. Dean.

"You really need to do something about that drug problem of yours." Laura gently scolded her friend. "Remember, if you feel that your home life is too hard, my mom and I would be more than happy to let you stay with us. Us mutants have to stick together after all." It was then that she noticed the confused looks she was getting from everyone else. "Who are your new friends, Spider-Man?" She asked as her gaze blatantly lingered on Sonja.

"X-23, you're drooling." Spider-Man playfully rolled his eyes at her lustful stare. He would have teased her further, were it not for the rip in space opening up right behind the sacrificial alter. "That can't be good." He whimpered at the sight of the trio of ten meter tall, tribal garbed, six-fingered goat people that were exiting the tear. "Definitely not good!"

"Alejandra!" One of the goat people roared angrily when it spotted Ghost Rider. "You dare show your face before us after your betrayal?!"

"Shut up, Adam!" Ghost Rider growled in defiance as she lunged at the man crafted in the Garden of Eden, the titan blocking her scythe with just a finger. "Did you honestly think I'd let you get away with what you made me do?!"

"Foolish sinner!" Adam scolded her as he swatted her away, where American Dream caught her before she could crash into the ground. "I was merely trying to correct my mistake! By purging sin from the world I would undo the damage I caused when I ate the forbidden fruit!"

"And destroy all freewill in the process?!" Ghost Rider roared as the flames on her head flared up. "Not on my watch!"

"I think you mean not on our watch." American Dream gripped Alejandra's shoulder in support as Black Widow and Firestar aligned behind them in support. "The four of us will take care of Adam, the rest of you pick a target! We can't let these monsters have their way!"

"I'll take the big, big guy! X-23, get your friend and any of The Pride that are still alive out of here! Runaways, you handle the other guy!" Spider-Man commanded, leadership coming surprisingly easy to him.

"Do not forget me." Red Sonja reminded him as she stood by his side. "I still have yet to properly apologize."

"I know a few ways, though I may have to beat you up before we can really get started." Spider-Man purred suggestively before he and Sonja lunged at the giant's head in unison, both of them grabbing a horn and slamming its head into the ground.

"If your relation to my host and the tales my fellow warriors speak of your sexual prowess are true I may just have to take you up on that offer!" Sonja grinned savagely as she jumped onto her target and plunged her sword into its gut.

"You dare speak of such sinful acts in my presence?!" The giant roared as it tried to pound Sonja, only to punch his own stomach when she jumped out of the way.

"I love it when the bad guys hit themselves, it just makes being the hero so much more rewarding." Spider-Man grinned as he webbed the rising giant by the head and yanked his skull back into the ground. "Also, I know you Christian guys are supposed to be prudes and all, but you do know that doing the nasty is the only way to continue the species, right?"

"Lies!" The giant roared as he again tried to rise, only for his head to be pulled back down to the ground as Sonja landed a rising knee kick to his gut, opening the already profusely bleeding wound he had. "My mother never engaged in such acts throughout her life, and we are both all the more holy for it!"

"Okay, first of all, that's biologically impossible on so many levels." Spider-Man listed off as he webbed the horns of the beast as it rose again. "Second, implying that virginity translates to purity is bigoted beyond all measure." Once the giant was up he yanked on one web, causing it to stumble into the - now armless and heavily burned - giant that the Runaways were fighting, causing Old Lace to stop eating the giant's face and jump to safety as the giants fell to the ground. "Third, and this is just an observation, not another burn, based on that virgin mother thing I'm guessing you're Jesus, and by process of elimination your buddy you just crashed into is Noah. Fourth," He paused to web up their mouths. "And this one is an insult, Yo Mama is such a slut, she saved herself for marriage, then cheated on her husband the night she was married, and people are still talking about it over two thousand years later!"

That one really got a rise out of Jesus, who rose up and lunged at Spider-Man, only for Sonja to slash the tendons in his legs while he was unfocused and send him crashing into Adam, who had already had his face burned off by the combined efforts of Firestar and Ghost Rider, and all his fingers and toes either cut off or smashed by the precision strikes of Black Widow and American Dream.

"Fifth, you guys really stink at combat, and I mean really, REALLY stink. Probably because you're just such big and clumsy targets that I could swing blindly and still hit you." Spidey demonstrated this very point as he closed his eyes and jumped high, stomping violently and randomly right on Jesus'... Jesus. "Seriously, I've fought common thugs that are harder to deal with than you guys, and you're supposed to be some of the big names in Christianity? No wonder Thor is the first guy people think of when they hear the words religion and hero. Also, are you guys shapeshifters or what? Because, if this is what you originally looked like... I'm sorry, I just don't see how that could be biologically possible."

"Enough of your incessant prattling Spider Totem!" Jesus roared as he ripped off the web on his mouth. "You will learn to respect the mystic might of our holy father, even if I must do it myself!" He raised his hand, from which a bright green light emanated.

"Is that? No!" Spider-Man panicked as he saw the light was coming from a small green gem embedded in Jesus' palm. Realizing what Jesus was planning, he leaped into Jesus' palm. "I can't let you do this!" He declared as his hand brushed against the Soul Gem.

* * *

 **Location Unknown**

"Ugh, where the hell am I?" Peter groaned as he rubbed the soreness from his eyes. "Why is everything so bright?" He squinted as he could barely make out the figure of a scruffy looking hobo against all the bright light.

"I'm home..." The scruffy hobo whispered reverently. "I'm finally ho-urk!" He keeled over as he was punched in the gut by-

"...Uncle Ben..." Peter gasped at the impossible sight of his late uncle strolling over to help him up. "You're here? But if you're here, then that means I'm..."

"Not quite, son." Ben remarked, as if sensing the conclusion his nephew had come to. "You're just having a bit of an out of body experience thanks to this bad seed." He explained as he tapped the doubled over in pain Jesus.

"...How is this even possible?" Peter questioned in shock and awe.

"You're the one who was fighting him to save the world, you tell me."

"The Soul Gem." Peter realized as he realized he was clutching something in his hand. "I took it from him?" He whispered uncertainly as he held the green oval-shaped gem up to his lenses.

"More like it chose you, for the moment at least."

"It chose me? What, are the Infinity Gems alive or something?"

"Yes, and no. Each one is a part of life itself, but only a single part each, and all the weaker for it."

"So, it's one of those greater than the sum of their parts things?"

"Exactly. As their name implies, the Infinity Gems are a source of limitless power, but only when fully united under a singular will."

"Limitless power... that's a lot of responsibility for one guy to deal with..."

"Indeed, some might even say too much power..."

"...So... I can't allow any one person to get control of them all, not even me?"

"Especially not you Peter. Listen young man, I never intended for the words I said to you that day to leave such an impact. Did you know there was someone else long before me who said that with great power, comes great responsibility?"

"No, did you?"

"Not until recently, and I wish I had the chance to tell you this so much sooner. Who knows, your life may have turned out even better than it already is if I was able to tell you then what I know now."

"...You've been watching, haven't you?"

"Don't worry son, I made sure to look away for the intimate parts."

"...God, this is embarrassing as it gets."

"For what it's worth, I think that as long as you make sure everyone is happy, it's perfectly fine to live life as you please. Speaking of which, this brings me back to what I was saying before. Now I don't know for certain who said it first exactly, but here goes; With great power, comes great responsibility, but little happiness..."

"...Where did you hear that last part?"

"Does it really matter? Listen Peter, the point I'm trying to make is that, while it's important that you look out for other, you need to look out for yourself as well. Find balance in your life, find out who YOU are, not who you feel I or anyone else thinks you should be."

"What if who I am isn't good enough?"

"You are good enough Peter, you have to believe that, and stop putting so much emphasis on the negative in your life. So long as you keep on going and do what you know in your soul to be right, regardless of what anyone else says, I know you'll do Spectacular things in life."

"...But I'm dead."

"No you aren't son. Like I said before, this is just a brief moment between life and death, and you need to get back to a world that needs you. Also, don't pay that Jameson character any mind, he's fallen far from the journalistic integrity he had back when I was still alive, as The Bugle has never been less popular since the day it started slandering Spider-Man. You're a hero son, no matter what anyone else says. And don't go asking if I can come with you, or if you can stay here, because we both know that neither one of those is an option."

"I wasn't going to!"

"..."

"...Okay, I was considering it, but I see your point."

"Good, now go back to the land of the living, and take this garbage with you. I don't care if who says he's technically free of sin, when someone does wrong, they need to face the consequences. And tell your aunt your secret identity already, would you? You'll save yourself a mountain of headaches and terrible excuses in the long run, plus, the longer you wait, the madder she'll be when she finds out."

"...Aunt May can get angry?"

"Yes, and if you think that Hulk fellow was the first person to say 'You wouldn't like me when I'm angry' you'd be dead wrong, if you'll pardon the pun."

"...Fuck."

* * *

 **Back On Earth**

"Did that just happen?" Spider-Man whispered in astonishment as he looked at the green gem in his hand, before turning his gaze to the battered forms of Jesus, Noah, and Adam, and then to all his allies, none of whom seemed to have noticed anything strange happen. "Or was it just a vision from the Soul Gem?"

"Vile Spider Totem..." Jesus grunted as he tried to stand back up. "You are interfering in the will of the one true god..."

"Whatever god you serve is no more true than any other." Ghost Rider growled menacingly as she tried to take the Soul Gem from Spider-Man for her final attack.

 _*Flash!*_

 _A jungle city of natives. A mutant queen with a god complex steals souls with a green gem. Penance Stare. Magnification. Horror. Mindless drones. The queen explodes from sin. The city in ruins. Hell devours all sin and freewill._

 _*Flash!*_

"...You saw Heaven..." Alejandra whispered as she stared at Peter in awe, her flames dying down to the bare minimum.

"And you saw Hell." Peter replied consolingly, understanding that he was shown her history with The Gibborim, while she was shown his time talking with Ben.

"Amazing how far such a once great man could fall due to something as noble as always putting the needs of others before himself." She remarked as she looked at the rising Jesus with pity before lashing him back down to the ground with her chain. "Stay down!"

"Stay down... that's actually a pretty good idea." Spider-Man grinned under his mask as he held out the Soul Gem. "You thinking what I'm thinking?"

"Absolutely." Ghost Rider's flames rose as she grabbed his outstretched hand. "Time to send you three to prison."

"You think a mere mortal jail can hold us?!" Noah roared in outrage as he struggled to get up without arms. "We are divine beings!"

"Whoever said you were going to a mortal jail?" Ghost Rider asked as her chains began whipping in the air on their own, creating a ring of green Hellfire around the three holy beings.

"Impossible!" Jesus shouted, in denial, shock, or fear, no one could tell for certain. "We are divine beings! We cannot be sent to HEEEeeellllllll!" He shouted as the flames enveloped the trio completely before dying down, leaving behind nothing but a brief, evil and ominous laughter.

"Would it be in bad taste to say thank god right about now?" Spider-Man asked.

"Incredibly so." Ghost Rider replied as her jaw adjusted into a subtle grin. "I approve." With that, she pulled up his mask a bit and pressed her teeth against Peter's lips. For those of you wondering if someone can effectively make out with a flaming skull, the answer is yes, but only if you're a sexual beast like Spider-Man. "Woah." Alejandra panted after they parted, amazed at how kinky a make-out session as Ghost Rider felt.

"Yeah, I leave a lot of girls saying that." Spider-Man remarked as he ushered everyone out, which was pretty easy since they were all still freaking out over what just happened. "Speaking of which, why did you do that? I mean, not that I'm complaining or anything, but you must have seen that I don't really do conventional relationships."

"Your uncle warned you that you must have happiness in your life, or else you'll end up like Jesus did. I'm gonna be part of that happiness, to make sure history doesn't repeat itself." Alejandra explained as everyone began walking up the stairs. "Your potential is much greater than his was, and your character far stronger, which means you need more support. Besides," She nuzzled her skull into Spider-Man's shoulder, sending a warm feeling through his whole body. "Our souls have bonded, and that's a connection that can't be matched."

"I need to be careful with this thing, it's a dangerous weapon." Spider-Man joked as he flipped and caught the Soul Gem as they walked through the doorway to the main part of the mall.

 ***Spider-Sense!*-SHIELD Agents!**

"In that case, I'm certain you'll understand our need to have it locked up safely in SHIELD custody." A middle-aged man in a suit remarked as several laser sights from snipers covered everyone but Black Widow and American Dream.

"Agent Coulson, what is the meaning of this?!" Black Widow demanded hotly as she shielded Spider-Man. "I called for backup, not a firing squad!"

 _'Coulson of SHIELD? Why does that sound familiar?'_ Peter scratched his head thoughtfully.

"Just a precaution Agent Romanoff, we needed to secure the perimeter before moving in." The agent apologized. "Though based on what I can see you already have things well in hand."

"Then you'll see to it that the suspects we've apprehended are taken in, and these young heroes leave here untouched." American Dream gestured forcefully at her allies. "Speaking of which, where are the suspects anyway? We had someone bring them up here before us."

"I don't know anything about any suspects." Agent Coulson responded honestly. "We've been monitoring the security cameras at this mall since Agent Romanoff put in the call, and you're the first batch of people to come up here."

"And your pants are the first to be stolen, **stop.** " Kiden teased Agent Coulson before vanishing, leaving him pantsless in his Captain America-themed boxers.

"Well that's certainly... unexpected." Gert giggled at the humorous scene of a trained agent with decades of experience being pantsed with ease by a teenage drug addict, with everyone else having much less reserved reactions. Even Ghost Rider and several SHIELD agents were in stitches, while American Dream could only hold her head in shame as Peter brushed her back reassuringly.

"How did this happen? Somebody get me a fresh pair of pants!" Agent Coulson panicked as he struggled to find something to cover himself, barely even noticing that he was covering himself with one of the unconscious remaining members of The Pride that suddenly appeared beside him in that brief instant when Kiden appeared.

"Well, if there's nothing else, we'll just be taking our leave now." Nico tried to excuse herself and her team, only for a warning shot to snap everyone out of their humor.

"Childish antics aside, our scanners have detected an incalculably vast power source of unknown function in the possession of Spider-Man." Agent Coulson tried and surprisingly succeeded to look imposing in his boxers. "You can see why SHIELD would be up in arms to keep it out of the wrong hands, and a vigilante with an unknown identity and loyalties technically qualifies." Everyone of importance scowled at the accusation. "There's also the small matter of the group of superpowered youths rightfully calling themselves the Runaways."

"What about them?" Spider-Man stepped up to shield the Runaways behind himself, not liking the tone the agent was using.

"They're wards of the state, not to mention they all have some degree of superpowers." Coulson explained. "Coupled with their actions across the country, and it's very likely that they'll be put in separate foster homes for thei-mmph!" His voice was muffled by the web now blocking his mouth.

"You are not splitting these kids up." Spider-Man told the agents calmly, completely ignoring the rifles all aimed at him now, knowing they could never outpace his Spider-Sense and reflexes. "And I'm not saying that just for their sake, it's in your own best interests as well. I've only known these people for about an hour, and I can already tell that they're not just some of the most powerful individuals I've ever met, but they're also some of the closest, and it's the second part you should be most worried about. Because I can tell you all with absolute certainty, that if you just leave these guys alone, then they'll leave you alone, but if you try to split them up, then I doubt even the entirety of the Avengers could protect you from them." Just as the situation looked to be two tense words away from a shootout, a voice as hard as Adamantium cut through the tension.

"I cannot believe what I am hearing!"

 _'Aunt May?!'_ Peter panicked at the sudden appearance of his beloved - and much healthier and younger looking, complete with better posture and a more modern wardrobe, no doubt due to her new exercise craze - aunt May and foster cousin Leah. _'She's shopping here?! But this mall is way too overpriced for her to-oh, that's right, we're rich now.'_ His lenses tilted down to show a wince, the hero having honestly forgotten that little detail.

"What are civilians doing here? I thought we evacuated the mall earlier." Agent Coulson questioned once he peeled the webbing from his mouth.

"Never you mind what my daughter and I are doing here, what you should be minding are your manners!" May Parker, the formerly arthritic and frail hearted woman in her sixties, jabbed her finger imposingly into the chest of a veteran agent, making him step back in a primal fear. "I may not be aware of exactly what's going on, but what I do know is this. Spider-Man is a hero, and if he's risking his life defending these children, then that's good enough reason for me to at least step up and say something in their defense. If a hero who has done so much to protect this city, my home, from all manner of criminals and ne'er-do-wells, has so much to say in the defense and support of a group of kids he just met, then you better well listen to what he's saying."

"But ma'am, they're just-"

"Children?" May cut off Coulson. "Let me tell you something, my nephew is little more than a teenager, and he runs an entire company, one which I know for a fact your organization just made a very large purchase of fabric from, fabric he designed himself. Why, what's left of that suit you're wearing right now is probably made of the stuff." Coulson quickly tried to preserve what little modesty and ground he still had at this point by covering his boxers with his hands. "But if you really think these kids still need a legal guardian after they went through what I can only imagine must have been a harrowing series of ordeals, then I'll take them all in, in a heartbeat." Suddenly, everyone from hard cases like Black Widow and Ghost Rider, to the 'seen-it-all' Runaways, ESPECIALLY the Runaways, could only look on at the woman known as May Parker in reverence and more than a little fear. "Do I make myself clear?"

"...Uh... y-y-y-yes ma'am, I mean miss, I mean... what did you say your name was?" Agent Coulson stammered bashfully.

"May Parker, foster mother of six." She declared proudly, only for the gravitas of the moment to be broken when Old Lace licked her excitedly. "And apparently the owner of a pet dinosaur as well!" She chuckled playfully as she pet Old Lace like a dog.

"May Parker..." Agent Coulson grinned with a noticeable blush. "What a beautiful name for such a strong willed woman. I can't say I've ever had the pleasure to meet someone with as much boldness and grace in their presence as you."

"Oh," May giggled playfully at the compliment. "Well that's certainly nice of you to say Mr..."

"Coulson, Phil Coulson." Phil introduced himself with a gentleman's kiss upon her hand, thought his image was ruined a bit by his star spangled boxers. "If you don't mind me asking May, may I call you May? If you don't mind my asking, is there by chance a... Mr. Parker in your life?"

"My husband passed away a little over a year and a half ago." May sighed sadly. "It was hard at first, and it still can be, but looking after my nephew, and especially ever since my little Leah came into the picture, things have really been looking up."

"Still, it must have been such a tragedy, both for you and your husband, to be parted from each other." Phil continued flirting when Black Widow's amused cough brought him back to the matter at hand. "Ah, yes, I have other matters to attend to at the moment, so, uh..." He tried to search his pockets, fumbling for only a moment when he remembered his pants were stolen before pulling a business card out of his jacket. "Here's my personal number. If you'd care to continue this conversation a bit later, say, over dinner, feel free to give me a call, and I'll clear up my schedule."

"I think I'd like that, Phil, may I call you Phil?" May remarked playfully as she took the card. "But before that, do you think you could do me a small favor?"

"Anything for you." Phil grinned dreamily.

"Put on some pants." She teased.

"Ah, of course." Phil turned even redder before turning his attention back to Spider-Man and Ghost Rider... or more accurately, where Spider-Man and Ghost Rider were until they made their escape in the confusion. "Wh-where did Spider-Man go? Did anybody see where he went?" He panicked as he looked around for help, getting nothing but regretful nos from his entire unit. Apparently, they had all been as distracted by their superior acting like a goof as Phil had been distracted by May.

"You totally planned that whole thing, didn't you?" Nico asked May as they followed, impressed by the old woman's guile.

"I have no idea what you're talking about." May replied all too innocently.

"Are we... seriously just going to go along with this?" Karolina asked worriedly. "I mean, I appreciate that you stuck up for us and Spider-Man and all, but just adopting us all on the spot is a little..."

"Do _you_ wanna say no to her after that display?" Gert asked Karolina rhetorically, causing the teen alien to rapidly shake her head no in fear.

"Still, are we really sure we can trust her?" Chase whispered to Nico, taking care to not alert their new foster mother. "She may be the coolest old lady I've ever met, but we do still barely know her."

"I'm pretty sure we'll be fine." Nico assured her team as she adjusted Molly, whom she was carrying piggyback, to pull a spider-themed business card out her pocket. "Trust me, she's good people." She grinned at the hastily scrawled words next to the printed text 'Friendly Neighborhood Spider-Man'.

 _'Trust my Aunt May. Also burn this card.'_

Blushing slightly, the new leader of the Runaways slipped the card back into her pocket, looking forward to seeing **her** hero again.


	7. To Be Good, Or To Be Right

**Chapter 7 - To Be Good, Or To Be Right**

It was a bright and sunny day, and a group of teenagers were out playing on the deck of a vacant freighter. Of course, given that they were throwing around fireballs and lasers, their definition of 'playing' might be a bit different from the norm.

"Okay, okay, everyone just hold up for a second here!" Spider-Man tiredly called everyone to his attention, bringing the play fighting to a halt. "Alright, who here can tell me what they were doing wrong in these exercises?"

"Uh, nothing? Because we were doing everything right?" Chase joked, getting a high five from Molly and a gentle slap on the back of the head from Spider-Girl, who was decked out in her new uniform. "What did I do?" He whined playfully.

"Roasting the targets to a smoldering crisp, that's what you did." Firestar scolded him as she pointed to the piles of ashes that were once wooden targets.

"So did you!" Chase countered bitterly.

"Wrong, I only singed my targets." She corrected him as she pointed to her targets, which were still intact, showing only slight scorches on wooden cutouts painted like armed thugs. "A few mild burns will take out a common thug for at least a few weeks, and make them seriously reevaluate their lifestyle while they recover. What you were doing would take them out of commission for good."

"...You say that like it's a bad thing." Chase muttered bitterly.

"Because it is a bad thing." Spider-Man gently scolded him. "Just because the bad guys will be shooting to kill most of the time doesn't mean we have to. If anything, it just means we have to work even harder not to stoop to their level."

"If a cop has an armed robber with at least one kill on their hands at gunpoint, and it looks like they might get away, is it a crime for the cop to shoot to kill?" Chase retorted.

"Technically, no." Spider-Girl answered sympathetically, her father's career giving her plenty of inside information and perspective. "Still, that doesn't give us the excuse to go around killing criminals indiscriminately. If we did that, we'd be no better than people like the Punishers."

"Look, I accept that you guys have your own code, but we're still amateurs compared to some of you." Nico cut in. "We may have had our powers, or gadgets, or what have you for about a year now, but we've never really been all that good at using them. I mean, let's be honest here. Chase uses machines, but he's a disaster with anything mechanical. Molly is the strongest physically, but her endurance and control stinks. Karolina is a pacifist, and Gert and Old Lace are sarcastic and bitter cynics, no offense."

"None taken." Gert remarked proudly as Old Lace held its head high.

"And as for me, my powers aren't exactly something you can practice at." Nico admitted. "I mean, look at my powers on paper for a second. I've got phenomenal, cosmic power at my disposal, with a single, well-placed word able to change the very nature of the world around me, but I can only use each word a single time. The closest thing I have to practical training is studying a thesaurus and learning a second language." She grimaced as she held the offending book aloft.

"Look, I get that you're all used to doing things a certain way." Spider-Man sighed as he struggled for a way to explain things. "I would never try to force others to follow my way of life, but if you can't learn when and where to pull your punches, then I'm gonna have to ask that you leave the hero work to those who can."

"It's funny that you say you don't try to force other people to follow your way of life, and then go on to describe how you are trying to force other people to follow your way of life." Gert retorted, equal parts cynic and sarcasm.

"I'm not forcing anything on you, I'm giving you all a choice here!" Spider-Man rubbed his temples.

"Yeah, two choices." Gert smirked as she got up in his grill, clearly enjoying herself. "What if some of us wanna take a third choice? Or even a fourth one? Hell, there are more choices to take than there are stars in the sky, and you wanna limit us to just two possibilities?"

"What will it take to get these simple lessons through to you all?" Spider-Man pleaded. "A lot of thugs in this city, hell, even all over the globe are only doing what they're doing out of desperation. We can't just up and kill them for being desperate."

"I hate to be the one to say this cousin Peter, but a lot of the people we've fought didn't really seem desperate, so much as just needlessly cruel." Karolina admitted sheepishly. "I mean, our own parents were willing to sell out the whole planet just for the selfish goal of immortality, and they didn't really need it or anything. All of their crimes were out of greed, and they had more than enough to get by before they became crime lords. Not to mention that they all had superpowers in one way or another. So your logic... doesn't really hold up."

"Okay, let's just ignore the greedy and the psychopaths for a second." Spider-Girl cut in, sensing that her boyfriend was fighting a losing battle. "There are laws in place that protect even scumbags like them, and if you kill them, the police will come after you."

"That's only if the murder is premeditated." Gert countered easily. "If we see a civilian in trouble and save them from a hostile person, then we're protected under the Good Samaritan act. If we kill someone who's trying to kill us, then it's easily pushed through as a clear-cut case of self-defense, which we would also be protected under law by. How else do you think Jennifer and Evangeline could have gotten us pardoned of all the murders we already committed during the year we spent travelling the country to take down our parents?"

"...She's too good, I can't find any openings." Gwen surrendered the argument ruefully.

"It's okay, you did your best." Peter assured her before turning to American Dream. "Care to help me out a bit here? You're the all-American hero here after all."

"I wish I could, but I'm kinda on the fence myself." Shannon admitted in consternation. "I mean, growing up back in my home dimension, and even here, Captain America was my idol, and I always looked forward to the stories my aunt would tell me about her time working with him. The thing about those stories though, is that Captain America often had to make the tough choices, and more often than not those choices involved whether or not to kill his enemies. Sure, he tried to take the high road, but wars force people to sometimes sacrifice their morals for the greater good."

"But fighting common crooks isn't a war." Spider-Man felt the need to point out, even as his code was rapidly losing support from everyone around him.

"But aren't adults always talking about some big war on crime?" Molly replied innocently. "If fighting crime really is a war, and wars force people to kill sometimes, isn't it better to get rid of the most dangerous bad guys forever than risk them escaping from jail like they always seem to do?"

"Why are you saying things like that?!" Spider-Man pleaded desperately as he grabbed the young girl's shoulders and held tight. "You are eleven years old, you should not be talking like this!"

"Technically, Molly has killed more people than the rest of us combined." Karolina explained nervously, causing Peter's lenses to widen in shock (something everyone had been meaning to ask how he did).

"It's true, I've been keeping score." Chase confirmed as he pulled out a small notepad. "I've killed eight people, most of which were the common thugs you seem so intent on holding back against. Gert and Old Lace have killed seven, most of which were basic hitmen sent by our parents. Karolina killed twelve vampires on purpose, and another one by accident when it got poisoned from trying to drink her sunlight rich blood. Nico has killed four people, but they were all highly trained killers, so the quality of her kills is higher. And Molly..." He hesitated, unsure as to whether or not to risk telling him and changing his image of the relatively innocent Molly in his eyes. "She's killed forty-two criminals of all sorts, most of which only happened because she's still not in complete control of her strength."

"I'm heavily traumatized, but I repress and compartmentalize it to avoid dealing with the stress until I'm mature enough to have better coping mechanisms." Molly explained happily. "I like trains!"

"People as young as you should not be so callous about death. Nor should anyone be so nonchalant about it for that matter." Spider-Man sighed as he got into a contemplative squatting position with both of his feet stuck to the wall of the ship's cabin. "I'm living under the same roof as all of you guys now, even if that roof is currently getting serious renovations along with the rest of the house, it shouldn't be this hard for us to understand each other." He sighed despondently even as a gloved hand reached down from above and tenderly traced his jawline.

"For the record Babe, you're never gonna have to worry about me taking those extremes." Black Cat assured him as she teasingly peeked down from her perch on the roof of the cabin. "So long as I have you, I'll always know better."

"Thanks for that Cat, my confidence really needed a boost after all that's been going on lately." Spider-Man smiled gratefully, thoughts of his recent victory against The Pride and out of body experience encounter with his late Uncle Ben weighing heavily on his mind. Yes, he had saved the day, the world, and most importantly on a personal level, his new cousins, their pet dinosaur, and Mary Jane, but over half of The Pride was killed in the process, by their own kids no less! Not to mention his inner conflict over whether or not imprisoning divine beings in Hell technically qualified as killing them or not. "By the way, have you seen MJ recently? She said she'd come by to train her new powers today, but I haven't seen her anywhere."

"She's in the cabin bathroom talking to herself." Black Cat grinned mischievously. "I think she and her other half are having a bit of a tiff. You might wanna check up on her before she ends up in a one woman catfight."

"Thank you for that mental image." Spider-Man rolled his eyes as he placed a quick kiss on her cheek through his mask before dropping down to the deck and opening the cabin door. "No, seriously, I really mean that; it sounds like all kinds of hot."

"Anytime handsome." Felicia chuckled as she tried to imagine the reaction he'd have to the source of the little spat Mary Jane and Red Sonja were in.

* * *

 **Ship Cabin - Bathroom**

"How many times do I have to say it, there is no way I'm going out in public looking like this!" Mary Jane told her reflection adamantly as she gestured to the chainmail bikini and loincloth she was wearing. "Don't get we wrong, this is probably gonna be my costume next Halloween, and I'm definitely gonna have quite a bit of fun using this getup for some really kinky foreplay, roleplay, and overall sex with Peter, and these new 'assets' our fusion provides will make for a promising career as a model, but fighting crime like this is a little too..."

 _"My apologies, but I have no control over our appearance when you summon my power."_ Her reflection spoke back to her. _"If you want to wear something different, you shall have to change your attire every time you transform."_

"That sounds like way too much hassle." Mary Jane sighed bitterly. "What if I just wear a jacket everywhere, take it off before I transform, and then put it back on? I think if I made it reversible and added a mask no one would be able to make the connection."

"They say that people who talk to themselves are either insane or brilliant." Peter joked as he surprised his girlfriend by climbing in through the window. "Of course, in my case it's a little of each, but I'm not all that sure about your position, what with the whole talking to your reflection thing."

"Don't startle me like that Tiger! You nearly scared me out of my top." Mary Jane chuckled nervously as she adjusted her bikini, whether out of nervousness or flirtation even she wasn't sure. "Exactly how much of that did you hear?"

"Enough to know that Red Sonja is an exhibitionist on a subconscious level." He teased them, eliciting a smug grin from Mary Jane and a frustrated pout from the Red Sonja in the mirror. "I still have no idea how you do that by the way. I mean, does Red Sonja see the world from the perspective of whatever mirror you're reflected in at the time, and how would that work in a hall of mirrors? I can't even begin to imagine how many headaches that would cause, although it would probably be as many as there are reflections."

 _"...He's fortunate he's strong."_ Red Sonja glanced cynically at her host.

"You know I can hear you right?" He remarked as he tapped on the glass, making Red Sonja visibly dizzy and agitated from the noise. "Woah, you actually felt that? Man, I could spend months just scratching the surface of whatever crazy phenomenon is responsible for your current state of existence."

"Yeah, please don't do that." MJ defended her bodymate. "She may be a little odd, but she deserves better than to be treated like a fish in a tank."

"Have I mentioned how weird it is that you're getting along so well with someone who stole your body less than two days ago?" Spider-Man remarked in awe. "I don't think I could be nearly as mellow about it as you're being if someone stole my body."

"She didn't mean any harm." Mary Jane assured them both. "Besides, aside from her fashion sense, I'm actually pretty happy about this whole thing. As far as spiritual symbiosis goes, I could do a lot worse. I mean, the Ghost Riders get their powers from being hosts to demonic spirits of vengeance, meanwhile I've got an ancient warrior queen blessed by a Celtic goddess of battle. By the way, whatever happened to Alejandra after you used the Soul Gem to give me control over my body again?"

"She didn't have anyplace to go, so I set her up in the same apartment building Laura and her mom are using." Spider-Man assured her. "Also, she didn't have a job, so I set her up as a night guard at Alchemax."

"Speaking of work, Sonja kinda interrupted you a few nights ago when you were going on about how well the whole shebang was going." MJ grinned sheepishly. "So how goes it anyway? Make any other groundbreaking discoveries or advances recently?"

"It's going great, just last week I-" He stopped as he began scouring the room for any possible security breaches, glancing all around out the window before slamming it shut and closing the curtain, he leaned in close to MJ. "What I'm about to tell you doesn't leave this room, got it?" He whispered in hushed tones.

"Oh my goddess, are you involved in any industrial sabotage? Corporate scandal? Political bribery?" MJ asked a little too eagerly. "I feel like I'm in a political thriller right now!"

"No, no, close, and should I be worried that you seem so enthusiastic at the prospect of all this secrecy?" He remarked as he began to regret his decision to share this information with her. He just couldn't help it, there was just something about a hot amazonian redhead in a chainmail bikini that caused all his carefully built up walls to collapse. "Anyway, by studying Laura's claws, I was able to reverse engineer the material they're coated in."

"Coated? You mean her claws aren't naturally metal?" MJ questioned curiously.

"Of course not, they're bone claws that were ripped out of her body, coated in Adamantium, and then reinserted into her body, all without anesthetic." Spider-Man explained, nodding sympathetically when MJ winced at the description of the process. "Yeah, that was my first thought when she told me the story too. Also, where would you get the impression that her claws were naturally metal anyway? It doesn't make any sense, after all."

"Oh, like bone claws popping out of her wrists and feet make more sense than metal claws." MJ snarked dryly.

"Touche, but back to the matter at hand," Spidey remarked as he activated the HUD on his mask and began browsing some notes for reference. "Laura's claws are, hands down, the strongest, most durable metal alloy I've ever seen in my life. Forging the material is incredibly difficult, and more than a little impractical, but once you've molded it into what you need it's practically indestructible, and can cut through almost anything if you make a blade out of it."

Mary Jane whistled, very impressed by what she was hearing. "This Adamantium stuff sounds really impressive, but why have I never of it before?"

"Apparently the forging process is some closely guarded secret of the American government; and I know what you're thinking, how is some closely guarded secret in the hands of terrorists like HYDRA?"

"The thought had crossed my mind." Mary Jane chuckled, eagerly anticipating the answer.

"Well, obviously there's either a leak or a mole of some kid, but that's not the important point here." He answered. "The important part is that because it's a government secret, there's no patent on it."

"You're planning to patent a metal that the entire US government is constantly struggling to keep under wraps?" MJ winced nervously, the possibility of a bloody attempted cover up putting her on edge.

"In a way." MJ could practically feel the smugness in his voice. "I sorta implied to some of the agents Alejandra caught breaking into my labs that I might be tempted not to release the forging process to the public in a patent, or tell anyone that they tried to steal my inventions, if the government agreed to pass a law stating that car manufacturers can sell their products directly to the public, without using a dealership as a middleman."

"And this is more important to you than being known for the public release of a new metal because?" Mary Jane asked him, not the least bit phased by the idea of him managing to catch espionage agents in the act.

"Are you kidding? Car dealerships have had every politician in the country in their pockets for decades!" Spidey chuckled. "Up until the announcement of the new law the President made yesterday denouncing the shady dealings of the practice, it was illegal for car manufacturers to sell their products directly to the people, meaning that cars have always been sold for a lot more than what they're actually worth, the manufacturers make less money than they should, and the dealerships and crooked politicians pocket millions from this practice everyday!"

"And this announcement was made just in time for you to release the ultra-safe new car line by Alchemax, am I correct?" Red Sonja smiled at her host's mate in admiration.

"Well, my company isn't gonna keep itself afloat and thriving if I just swing webs through the city all day." Spider-Man shrugged sheepishly. "And besides, between that and the patent I just applied for on Adamantium this morning, I now have plenty of excess funds to expand the company, and work on a few personal projects."

"Wait, you patented it?' MJ scratched her head in confusion. "I thought you promised the government-"

"-Absolutely nothing." Spider-Man finished her sentence. "I only implied that I would not patent it, **or** , emphasis on the **or** , not tell anyone that their agents tried to break into my private property and steal my inventions. I never promised anything, and even if I had, I've got a killer legal team to confirm that my words, which I made sure to record on some of my newly minted Spider-Gear, were full of exploitable loopholes and double-meanings I could easily take advantage of. It also helped that the agents I caught were staring down the blazing hot gaze of a Ghost Rider when we had our little conversation. Plus, they can't exactly go public with any of this information to try and get back at me, because they'd be sinking themselves along with me."

"That is the single hottest thing I've ever heard!" Black Cat grinned ear-to-ear as she peeked out of her hiding spot in the closet and pounced on Spider-Man. "You pulled one of this biggest cons I've ever heard of, and your insurance policy is so perfect!" She panted between the kisses she was giving him up and down his face, neck, and torso. "I have never been more turned on than I am right now, take me on the floor, right now!"

"We're right here." Red Sonja stiffly announced her presence from the mirror.

"And you're welcome to join in whenever you want." Black Cat casually invited her redhead counterpart as she trailed her claws along Spidey's abs.

"We can't, not until the Spider defeats us in one-on-one combat at least." Red Sonja reminded everyone. "I may just be possessing Mary Jane, but she still needs to play by the rules if she wants to have her cake and eat it too, as you modern people say. By the way, what is cake?"

"Not important." Mary Jane remarked with a sudden sense of urgency in her tone as she grabbed her boyfriend and pulled him outside. "What is important is that my boyfriend beats the shit out of me before he does anything, or more accurately, anyone else."

"That probably sounded a lot better in your head, didn't it?" He remarked as he fumbled up to keep pace with her.

"Absolutely." MJ nodded as they stepped out onto the deck, the scantily clad amazonian warrior getting a wolf whistle from Chase. "Just think of it as really rough foreplay." She whispered to Peter before throwing him twenty feet in the air, where he quickly righted himself to land in a crouching position on an old rusted shipping crate.

"Alright, but just remember you asked for this." Spider-Man warned her as he hopped to another crate to avoid a sword strike that cut clean through the rusted crate. "So... please don't try to report the results of this to the police as domestic abuse, okay? I do have a family friendly image to maintain."

"I won't if you won't." MJ grinned as her inhibitions slipped away and some of her Red Sonja side was allowed to assert herself. "Now have at thee, noble Spider, and prove yourself worthy of bedding me!" She declared as she rushed at Spider-Man and tried to cut him down, only for him to casually dodge and weave through all her strikes in a makeshift break dance.

"That all ya got? Laura is better with a blade than you are, and she's preggers!" Spider-Man taunted her as he played hopscotch on the crates, his whimsical and precise acrobatics barely winding him as Red Sonja's more primitive rushdown tactics made it easy for him to force her off balance and tag her with a few webs on their less than ideal footing, though she quickly cut the threads so he couldn't use them as leverage against her. "And not just regular preggers either, but healing factor preggers. Seriously, she's like a month and a half along, but she looks like she's entering her third trimester. Granted, some of that is because she's having triplets, but the ultrasound shows she's still further along than a normal human would be."

"Do not taunt me so Spider." Red Sonja simmered as she tried to sweep his feet out from under him, only for him to leapfrog over her and tag her back with more webs. "For thousands of years my soul was unable to know the joys of motherhood, and because of the influence of my other half, I intend to experience that with you, one way or another!" She roared as she tackled him faster than his Spider-Sense could react, straddling his waist as she punched holes in the metal to the immediate left and right of his head. "This is your only warning. Take me seriously, and give this fight your all, or I will be the death of you!" She hissed at him, leaving Spider-Man speechless from fear for a moment, at least until he noticed her subtle twitching and his lenses narrowed smugly.

"Oh, I've been taking you seriously this whole time, babe." Spider-Man assured her playfully. "Your combat skills may be a few thousand years out of date, but you're still a warrior blessed by a goddess of battle, and your new host has plenty of know how about the modern world to compliment and enhance your own battle strategies, at least once you take some time to learn from her. If I hadn't been taking you seriously from the get go, I'd probably stand a fifty-fifty chance at best, even less if I waited any longer than I already have. That's why I took so many precautions when I began planning this fight out a week ago." Red Sonja's eyes widened in shock, and if Spider-Man didn't know any better, even a little fear. "By the way, haven't you noticed the special new formula I used in my webbing yet?"

"New formula?" Red Sonja wondered suspiciously as she suddenly became all too aware of just how much webbing he'd covered her with while dodging her masterful attacks. "What is this feeling?" She asked as tried to pull her arms loose from the crate to inspect the webbing, only to find that Spider-Man had webbed her arms into the crate she'd punched while she wasn't looking. "Why are all these webs making me so... itchy?!" She panicked as the irritation at the webbed areas of her skin quickly became unbearable. "What did you do to me? Why are these webs so itchy?!" She demanded to know as she used the nearest available object to try and scratch her itchy spots, which, because her arms were stuck in a crate, just so happened to be Spider-Man.

"Obviously because of the itching powder I mixed into my usual formula." Spidey chuckled at his little joke as he enjoyed the feeling of his girlfriend frantically rubbing her body against his. "And not just any itching powder, but a special blend I made specifically for people who have a pesky little superpower known as invulnerability, like yourself. And if you think that's bad news, just wait until I get to the bad part about this formula."

"You mean there's something even worse than this insufferable itching?" Red Sonja asked with dread, both her halves silently kicking herself for just cutting the threads connecting them instead of avoiding the webs outright. _'How could I have anticipated he laced his webs with toxins that can affect even me?! I haven't felt this vulnerable since I was but a child!'_

"Oh yeah, much worse." She could practically feel him grinning underneath his mask. "Y'see, the only way I could make itching powder strong enough to bother even the toughest of tough guys was to make it so irritating that it'll cause serious rashes that can last for weeks if you don't apply the antidote ASAP. Just imagine how embarrassing it'll be when you're walking down the halls one day, and you have to deal with a crazy bad itch in a really private place. I don't know about you Sonja, but MJ probably won't be too happy about it for more reasons than just the physical irritation."

 _"Oh Scathach, you have to surrender the fight, like right now!"_ MJ panicked from inside of Red Sonja, even as she struggled to break free of the webs binding her arms. _"I refuse to go out in public with a jock strap itch!"_

"I will never yield... not to such childish... Oh dear Scathach, I surrender! Just make this itching stop already!" Sonja finally gave up when she realized that the webs covering her weren't budging anytime soon.

"All you had to do was ask." Spider-Man gave a mental cheer as he pulled out a concentrated spray bottle from his utility belt and sprayed down his redhead lover, causing her to quiver and moan in relief as the webbing dissolved away and the itching powder was neutralized. Pulling himself and Sonja to their feet, he held her close and brushed her hair. "So, is your goddess of battle satisfied by the results of this fight, or do we have to do this all over again?"

"Oh, you definitely beat me." Sonja confirmed as she and MJ received a brief mental image of a bitter looking shining woman in fine silk robes. "Scathach isn't happy about your soft, juvenile tactics, but even she can't deny the validity of your victory."

"Aw, that's so sweet of her to say." Spider-Man cooed teasingly, causing the mental image of Scathach to turn up her nose in disgust and fade from the minds of her champions. "Give her my thanks for making you a hot amazon next time you see her."

"I think I can manage that, Tiger." Sonja remarked flirtatiously, some of MJ seeping into control. "Now then, I believe we owe you a reward for winning our little lover's quarrel, don't we?" She began tracing circles on his chest, and would have gone farther, had an interrupting cough not killed the moment.

"Please, don't stop on our account." Gert teased the happy couple as she traced circles on Chase's chest. "Chase and I are just taking notes for what to do once our relationship reaches a certain point."

"Okay, exactly how many of you saw all of that?" Peter bemoaned as he kicked himself for momentarily forgetting that they weren't alone.

"I stopped looking once I heard the words itching powder!" Karolina declared as she peaked out from around a corner.

"Liar! I saw you looking through the gaps in your fingers!" Molly teased her older sister, who quickly proceeded to chase her around and vehemently deny her words, as siblings often do.

"I just wanted to see what my competition was like." Nico remarked calmly as she closely scrutinized Red Sonja. "I'll be honest, my chances don't look all that good."

"I never stopped watching." Black Cat teased as she and Firestar waved at them from their lazy perches atop some crates.

"I was just acting as a spotter." American Dream insisted as Spider-Girl shook her head and made air quotes. "You know, to make sure things didn't get too out of hand."

"Okay, fun's over. Back to your training with the lot of you." Spider-Man clapped his hands, snapping them back to attention. "Heroes or not, you still have a responsibility to at least learn to control your powers so you don't hurt anyone or destroy anything by accident." As if to punctuate his statement, something big suddenly crashed into the far end of the ship, kicking up a cloud of dust as it dented the point of impact. "...Wow, I could not have timed that better if I tried." He remarked in amazement as he rushed towards the crash site. "Runaways, stay here as backup, everyone else, with me!" He wasted no time giving out orders, which were promptly followed by all. In less than half a minute the first team arrived at the still settling dust cloud. "Alright everyone, wait til the dust settles before acting, but be ready to react at a moment's notice." His warnings were heeded, but ultimately unnecessary, as the dust quickly died down to reveal...

"Jennifer!" Peter panicked at the sight of a moderately injured She-Hulk panting and struggling to stand up in the crater made from her sloppy impact. Tossing aside his earlier caution, he rushed forward to help her up. "Give her some room to breath everyone! Jenn, what happened, are you alright?!"

"I'll be fine, Webs." Jennifer assured her boyfriend as she steadied herself. "Just need a moment to catch my breath, that's all."

"What happened to you, She-Hulk?" Spider-Girl asked, subconsciously slipping into full hero-mode.

"Nothing I can't handle on my own." She-Hulk said a bit too adamantly. "But you guys need to get out of here, like right now."

"Why? Is there someone after you?" Firestar asked as she conjured up a pair of flames in her hands, obviously ready for a fight.

"None of you plan to drop this with just a 'trust me', do you?" She-Hulk immediately recognized the futility of resisting any help they'd try to offer, probably based on experience.

"We already trust you, which is why we trust you to trust us as well." Red Sonja spoke firmly, years of literal cutthroat politics from a bygone era gifting her with a silver tongue.

"Alright, but can we please go somewhere more private for this?" She-Hulk requested. "Preferably somewhere that won't be connected to anything incriminating."

"I drove us here on a minibus with tinted windows." American Dream offered. "Will that work?"

"Best we can hope for, I suppose." She-Hulk nodded in confirmation, prompting the impromptu huddle to break as they rushed to gather the rest of the team and head back to the minibus.

* * *

 **Later - Minibus**

"Can I just be the first to say how awesome this is?" Chase grinned eagerly. "We are on a bus with the world's sexiest superhero right now! This is the greatest day of my life!"

"You're lucky I'm as attracted to her as you are, or you'd be in the doghouse right now." Gert joked as Old Lace panted from the back seat.

"...Will you marry me?" Karolina proposed in all seriousness as she peered over the back of her seat and gazed longingly at She-Hulk.

"Sorry, I'm already spoken for." She-Hulk apologized before passionately making out with Karolina. "Let it never be said that I don't appreciate the attention though." She winked, causing Karolina to faint with joy in her seat. "Nice kid, I like her."

"If you're done fulfilling my cousin's greatest fantasy, mind explaining why you crashed into our impromptu training ground in such rough shape?" Spider-Man asked her as he rubbed her shoulder in support.

"It wasn't on purpose by any means." She began explaining. "Before I start, does anybody have a cellphone? Or maybe a tablet? It doesn't need to be anything specific, just something I can check the internet on."

"You can borrow my cell phone." Black Cat handed the item to the gammazon.

"Thank you." She-Hulk nodded gratefully as she began fiddling with the device. "Quick warning, what you're about to see may shock and disturb you." She remarked ruefully as she showed everyone looking over her shoulders a news article.

"...What... The Fuck?!" Spider-Girl hissed indignantly at what she saw.

"Language!" Nico hissed as she covered Molly's ears.

"You act as if I haven't already heard every curse word in the English language." Molly rolled her eyes as she casually pushed her sister's hands away. "And several others in both French and German."

"I knew Jameson was slipping in his integrity, but I had no idea it was this bad." Spider-Man winced as he felt the moderate respect he once felt for the man slip, already sending a message on his HUD to Captain Stacy asking for any leads that could debunk the pack of lies he was seeing. "I mean, I understand why he'd attack me and Spider-Girl like this, but why would he go after you too, Jenn?"

"A better question would be why the families of the kidnapped girls are pinning this on our two resident Spiders and She-Hulk." Gert pointed out. "They're the ones providing Jameson with the excuse to print this rag; the only reason he's as hard on Jenn in this article as he is on you two is to at least **try** to look unbiased."

"That explains why you're so roughed up." Firestar realized as she looked at She-Hulk. "Let me guess, the Avengers brought in a few heavy hitters to try and take in a heavy hitter?"

"Hawkeye and Mockingbird, The Avengers' resident no-power couple." She-Hulk confirmed as she rolled a few kinks out of her shoulders. "They may not exactly put the 'super' in superhero, but damn if they aren't perfectly in tune with each other in everything they do. Don't be too hard on them though, they mean well, they just don't know they're being manipulated."

"What I don't understand is why you don't just try to defend yourself in court." American Dream questioned as she drove through moderate city traffic. "You're an amazing defense attorney, surely you can build yourself a strong enough defense to prove you're not guilty."

"You're assuming I'd be given the chance to defend myself." Jennifer sulked sourly. "Most likely a team of supervillains would be paid to intercept me on the way to the courthouse and take me out for good, either that or the prosecution would hire a real shark of a lawyer and provide as much forged evidence as they need to get me locked up for good, and you two along with me." She turned to Spider-Man and Spider-Girl.

"Kidnapping is a serious offense, but surely that would not justify such lowbrow tactics." Red Sonja remarked suspiciously. "I mean, if you're really innocent, why would anyone care so much about proving you guilty? There's probably some dirty dealings going on in the background, real covert ops, cover-up type deal."

"Before I answer that, I forget, are you an ancient amazonian warrior queen possessing a modern teenage girl, or a modern teenage girl accessing the skills, power and knowledge of an ancient amazonian warrior queen?" She-Hulk asked curiously.

"A little of each." MJ shrugged nonchalantly. "Our minds and souls are connected, but separate, so our attitude switches back and forth or blends together sometimes."

"Eh, makes sense to me." She-Hulk accepted the explanation without any further questions. "Anyway, there's a good reason why I'm so worried about this. Think about it, people are viciously accusing and persecuting me, Spider-Man, and to a lesser extent, Spider-Girl, of kidnapping four teenage girls right out of their homes, just as Alchemax blackmails the biggest politicians in the country to make a new law that utterly destroys one of their biggest financial supporters, and then releasing the blackmail anyway once we got what we wanted."

"But they don't know Spider-Man is actually Peter Parker, teenage super genius, and head of Alchemax." Spider-Man scratched his chin suspiciously. "The only people who know are people I trust, Deadpool... and... oh no..." Peter muttered with dread growing in the pit of his stomach.

"HYDRA!" Spider-Girl hissed furiously. "It all makes sense! Aside from the US government, HYDRA is the only major organization with the power and the motive to do something like that, not to mention the only ones with the knowledge of your identity. They know how to make Adamantium, and they don't want to lose two of their secret weapons to the same guy. It's still early enough that even with the patent, Alchemax isn't equipped to mass produce Adamantium yet. If HYDRA manipulated a few powerful and paranoid politicians to work with them, they might still be able to discredit your patent, and keep Adamantium out of the hands of the public!"

"Isn't it just like our fascist, overly-capitalistic government to cooperate with known terrorists under the pretense of national security." Gert remarked blithely.

"Absolutely." Nico seconded as she gave Gert a fist bump. "With She-Hulk being buried under a mountain of accusations and unable to do her job protecting Alchemax from legal trouble, it's just a hop, skip, and a jump away from exposing your identity and shutting you down before your can revolutionize the metal industry and destabilize their power base."

"Now that we have a few leads as to what's happening, next thing we need to do is dig up some proof of your innocence." Black Cat suggested. "Trust me, if there's a frame-up, there's gonna be a weak link in the chain somewhere, and our best bet would be to ask some questions of the families who claim that you three kidnapped their kids."

"You don't think they're in on it, do you?" Firestar asked worriedly.

"Probably not." American Dream shook her head. "Most likely there's someone putting pressure on them to say what they want them too. Although, we all know that HYDRA isn't afraid to dabble in clones, so there's a chance that's what we may be dealing with. If so, then it's doubtful that they'd know any difference between the real deal and impostors."

"Not a chance in hell." She-Hulk denied the idea. "My gamma irradiated DNA instantly destabilizes when any cloning attempts are made, and the results ain't pretty. Literally, I've seen the results of people trying to clone me before, and they look and act as inbred as hell for however long they last before melting. They'd have to grow it from scratch in a gamma infused uterus for it to work, and even then it would take way too long to mature to be practical."

"In conclusion, our only real leads are the families of the missing children." Spider-Man remarked just as he got a reply from Captain Stacy, giving him just the lead he needed and some hopeful encouragement. "And wouldn't you know it, I just so happen to have the addresses of the affected families right here."

"Good luck getting any answers out of them." Chase shook his head despondently as the bus parked at a warehouse owned by, and just a few blocks away from Alchemax, where everyone quickly exited the vehicle and ducked into the building without being seen. "In my experience, when super criminals are putting the pressure on civilians, the only thing that can get them to cooperate is something or someone even scarier."

"I'm well aware of that." Spider-Man frowned under his mask as he reluctantly made four calls on his HUD. "Fortunately, I happen to know several people who can be very intimidating when the need arises." He felt an odd mixture of relief and dread as Natasha Romanoff, Silver Sablinova, Rachel Alves, and Alejandra Jones answered his calls.

"I was wondering when you might drop me a line, rookie." Rachel remarked with a strange hint of pride and smugness in her voice. "How's the war on crime going?"

"Who is this? I don't recognize two of these numbers. Why is this a conference call?" Black Widow demanded answers, making sure to avoid any identifying keywords.

"Hey 'Tash, haven't seen you around school lately. Are you not teaching anymore?" Silver Sable pouted cutely, sullen that she wasn't able to see her favorite sister girlfriend as often as she'd like to.

"I recognize these voices from the vision you showed me." Alejandra noted, her voice surprisingly soft yet still strong when she wasn't in her Ghost Rider form. "These are some of your lovers, aren't they?"

"Only two of them, and you've met Widow already." Spider-Man interjected into the conversation as he and his group began arranging a semi-comfortable meeting area in the warehouse. "Now then, a few introductions seem to be in order. Black Widow, Silver Sable, meet Lady Punisher. Lady Punisher, say hello to Black Widow and Silver Sable. Silver Sable and Lady Punisher, say hello to one of the infamous Ghost Riders."

"Technically I never bothered with the whole 'Punisher' moniker. Just Rachel Alves is fine." The ultra-violent vigilante corrected him.

"Rachel Alves? You and your buddy Castle have killed a lot of people I've had the distinct displeasure of working with over the years. To what do we owe the pleasure?" Silver Sable inquired cordially.

"Isn't it obvious?" Black Widow remarked stoically. "It's all over the news. Someone is framing the Spiders and She-Hulk for kidnapping. Speaking of which, I really shouldn't be talking to you right now, SHIELD is suspicious enough of the name Spider-Man already."

"Sorry for any trouble, but I need you four to help me gather evidence to clear our names." Spider-Man explained as a few others gathered around him to try and listen in on his conversation. "Now then, I managed to find out the addresses of the four families, and I want the four of you to go ask them some questions."

"It's doubtful we'll find out anything the police haven't already. Even if there is something to find, you wouldn't need to call us all for help or question more than one or two of them." Rachel remarked skeptically, before turning suspicious. "Unless you have reason to suspect they're hiding something."

"I don't have anything concrete, but if my hunch is correct, someone is leaning on all the afflicted families to support each other's stories. Someone powerful." He replied, the full gravity of the situation beginning to hit the girls.

"I see." Black Widow remarked, her scowl palpable even in just her voice. "So this isn't just about getting answers, but protecting the families of the kidnapped teenagers from the mastermind behind the curtain."

"Exactly." Spider-Man nodded, everyone he was physically near realizing from context that his plan was steadily going into motion. "I chose the four of you for this job because you're some of the most intimidating people I know, and because three of you already have experience dealing with our primary suspects, namely HYDRA. I do know a few other people who are scary as hell, but they're busy with other matters."

"Any excuse to gun down HYDRA soldiers is a good one in my book." Black Widow's eagerness to kill some of the few enemies she's had that remained consistent throughout her eight decades of life would be palpable if she didn't have such mastery of her emotions.

"Send us the locations, we'll send you the intel." Alejandra boasted in a gravely tone, signifying that she'd turned into Ghost Rider.

"And the bodies." Silver Sable joked as Spider-Man sent them the addresses. "Just saying, if HYDRA is involved, there's probably gonna be a lot of dead bodies before long."

"Please don't make me regret going to the four of you for help." He resigned himself to the trouble to come. "I want to at least try to maintain my 'Friendly Neighborhood Spider-Image' so don't go too wild."

"If you didn't want casualties, you shouldn't have called in trained killers and a monster spawned of Hell itself." Rachel remarked casually. "Frank and I are pretty close to the first location on the list; we'll head there and get some answers."*Click*

"And there goes the loose cannon." Silver Sable joked. "I call the third address, I scoped out that apartment complex for a job about a year ago so I know my way around."*Click*

"Let those who sin face the eternal fires of Hell. Sorry, couldn't resist. Anyway, I'll be taking the second address."*Click* Ghost Rider excused herself cordially.

"You know where I'll be. Also, you should know that I'm taking a big chance keeping this between us; SHIELD doesn't know who you are, but your recent civilian activities have them as tense as everyone else is." Black Widow cautioned him.

"Love you too 'Tash. Take care of yourself, okay?"*Click* Spider-Man said his goodbyes just before she hung up, and he realized what a crowd his conversation had gathered. "And I instantly regret this decision. I mean, don't get me wrong, I love them all... but they're murderers."

"Sometimes you gotta put the needs of the innocent before your ideals." Jennifer reassured him as she pulled the back of his head into her bosom, much to Chase and Karolina's envy. "Just rest your head against the beat of my heart and left mama make it all better." She cooed as she held him close.

"I really shouldn't feel as good about this as I do, but spider powers aside, I'm still only human." Spider-Man relaxed as he made one more call on his HUD. "It's probably gonna take our recon squad team at least an hour or two to get the real story, so we should all take this time to get ready for some action." He tried to address everyone with as much dignity as a man resting his head on two of the greatest pillows in the world could muster, which predictably wasn't much.

"Hello, Connors' Laboratory, Alchemax Headquarters, Ms. Kusuma speaking, how may I help you?" An impassive sounding woman answered the phone.

 ***Spider-Sense!*-The line is bugged!**

"Melati, it's me, Peter." Peter whispered as he darted off to a private area and activated a signal scrambler on his phone, while also motioning for no one to follow. "Do you think you could get Dr. Connors, Curt Connors that is, on the phone for me?"

"Of course Mr. Parker, I'm paging him as we speak." Melati answered her superior cordially. "I'm afraid you'll have to wait a moment though, he's currently in the middle of that private project you've been working on with him."

"That's actually what I wanted to talk with him about." Peter explained, trying to keep the signal changing as much and as often as he could to avoid anyone getting a trace. "So how are you doing working for Dr. Connors? I know he was pretty much your mentor and idol during your college days, and he spoke highly of you as a student, but working alongside him must be a whole new experience for you." He tried to apply some small talk to avoid any suspicion.

"I have nothing but good things to say regarding my current employment." Melati answered with a touch of pride in her voice. "My working conditions are optimal, my coworkers and available equipment are both the best available, the scientific progress we're making is all material I support on a personal level, the salary is generous, everything is wheelchair accessible, and my employer is ethical, intelligent, understanding, has good business sense, a little flaky at times," Peter rolled his eyes, taking the joke in good spirit. "But he always means well, and is very mature and quite the lady's man for his age. You may want to watch that last one though; the last thing the world needs is another super genius, playboy, CEO in the vein of Tony Stark." She slipped in an inside joke.

"You know I only have the one girlfriend, Melati." Peter lied nervously, and not just because the readings on his HUD showed the trace on the call getting too close too quickly for a run of the mill call tracer available to the police. "Besides, that garbage is just something the tabloids managed to eek out before our legal team and the Bugle hit them with a lawsuit."

"Speaking of our legal team and the Bugle, did you read the front page of - Oh, Dr. Connors just walked in. Dr. Connors, Mr. Parker is on the phone for you." Melati hurriedly handed off the phone to him, almost jittery even.

"Thank you Melati, I can handle things from here." Dr. Connors could barely be heard saying over the phone. "Hello there Peter, what can I do for you?"

"Hey there Doc, did you read the papers this morning?" Peter felt it would be best to waste no time beating around the bush.

"Unfortunately, yes I have." Curt remarked somberly. "Personally, I don't believe a word of it myself. After all, Spider-Man has had to deal with two impostors in the past already, and though we may be in different departments, I consider Ms. Walters to be a good personal friend and colleague of mine. We'd probably be in quite a bit of legal trouble from all the holdovers from back when Osborn ran this company without her assistance, so I suppose it's only natural that someone who doesn't like the competition might try to discredit her somehow."

"Don't I know it." Peter muttered bitterly, all too aware of how many people his progress has been ticking off. "Anyway, I'm just calling as a courtesy to let you know not to worry too much about it. I'm doing everything I can to clear her name, and I may as well try to clear the Spiders' names too. All I want you to do is go about your work like nothing is wrong; focus on your very important projects, all that good stuff." He explained, hoping Dr. Connors would get the hint.

"Of course, Peter. The new car frame I'm working on should be ready for testing in about three hours." Dr. Connors replied, apparently getting the hint. "I must admit, it's a bit odd to be branching out from biology and prosthetic limbs into advanced mechanics, but with Melati around to focus on studying and improving my old research, I have plenty of time on my hands to focus on other pursuits."

"Keep up the good work Dr. Connors, hope to see you soon." Peter hung up just as he managed to bounce the signal to make it look like he was calling from halfway across the city. "Well, looks like I have plenty of time to kill before I can even get started getting ready." He sighed as he turned around, jumping a bit when he saw Nico standing right in front of him. "Don't startle me like that!" He gasped as he tried to steady his breathing.

"Don't you have a Spider-Sense for this kind of thing?" Nico asked sarcastically.

"It doesn't work like that." Spider-Man shook his head. "It only goes off when I'm in actual danger, not just when I'm gonna get spooked. It's actually a pretty useful distinction when dealing with tricksters like Mysterio or Chameleon, since it lets me know the difference between actual danger and harmless stage tricks."

"That's cool." Nico muttered, not really sounding all that interested. "So other than that, how are things going for you. Have you got a plan for clearing your name and saving these kidnapped kids?"

"I'm working on one." Spider-Man defended weakly, his plan clearly woefully underdeveloped. "I just gotta wait for stage one to finish before I can start working on stage two."

"Stage one being wait for your girlfriends to get the whole story out of the victims' families." Nico summarized bluntly. "Meanwhile, I've already ordered the rest of my team to head home and guard May from any villains that might try to get to you through her."

"Oh shit, I totally forgot about Aunt May!" Spider-Man winced as he pinched the bridge of his nose. "Thanks for being on point with that one Nico, I knew Aunt May was onto something when she adopted you and your team."

"Whatever, family is family after all." Nico shuffled her feet sullenly before taking a seat on a nearby crate.

"Look, Nico..." Spider-Man frowned as he took a seat next to his adoptive cousin and grabbed her shoulder reassuringly. "I know you have issues trusting people after all that you guys went through over the past year, and I know that you feel pressured to keep your team, your family, working together, but please try to keep in mind that Aunt May and I, we're your family now-mmph!" He startled as Nico pulled up his mask and kissed him deeply before quickly pulling away. "...I should really not be surprised by this anymore." He quipped as he pulled his mask back down. "...So... how long have you?"

"Since May adopted us last week." Nico answered sourly, though whether she was upset with herself or just her circumstances was undetectable. "At first I thought it was just a stupid rebound crush, that you had enough girlfriends to keep you busy already; so I just made jokes about it to mess with you and mask my feelings, but..."

"I get it, I'm a babe magnet. It's a blessing and a curse." He sighed theatrically, eliciting a chuckle from the pretty young goth. "So, just as a formality, you know I have a lot of girlfriends already, right?" She nodded. "And you know I'm probably gonna get a lot more, right?" Another nod. "And you're okay with all of this?"

"I'm more than okay, I'm eager." Nico grinned evilly, sending shivers up her new boyfriend's spine. "Between you and me, Karolina misread some signals a few months ago and tried to make out with me. I pushed her away and shot her down, but the truth, which I'll deny and hurt you if you ever tell her, is that I kinda liked it."

"And now I know how the boyfriend of the girl who sang 'I Kissed A Girl And I Liked It' felt." Spider-Man quipped. "Not gonna lie, it feels good, really good." He shuffled his feet awkwardly for a few seconds. "...So... what do we do now?"

 ***Spider-Sense!*-Sexy Time!**

"What the-?" He was spooked as She-Hulk snuck up behind him and pulled his head back into her bosom. "Okay, now I get it." He remarked in the best deadpan he could muster as American Dream, Spider-Girl, Firestar, Black Cat, Red Sonja, and Nico began circling like sharks. "Still, I gotta wonder why my Spider-Sense is going off. It's never warned me about 'Happy Hour' before."

"You've never done it with me, Nico, or Sonja." American Dream remarked as she pulled off her mask, letting her long blonde hair flow freely. "Maybe we're planning something that really pushes the boundaries?"

"Or maybe your Spider-Sense is just getting better?" Spider-Girl suggested as she began weaving a large hammock from the ceiling. "We'll have to do a before-and-after comparison with your Tantric energy levels."

"Either way, the next few hours are gonna be WILD!" She-Hulk grinned as she slipped her top off.

 _'I'd say that my life couldn't get any more awesome that this, but why lie?'_ Spider-Man thought as the party began.

* * *

 **Meanwhile - Xavier Institute (Wait, WTF?! Out of left field, much?)**

A modestly dressed teenage girl with long black hair and a blindfold over her eyes ran through the halls of the famous mansion that served as the main base of the infamous X-Men, deliberately and purposefully avoiding obstacles in-spite of her impaired vision. She ignored all people who tried to get her attention as she passed them by; this was clearly a girl on an important mission, and she could not afford to be slowed or hindered by anything or anyone. Before long she arrived at a door, knocked quickly, and waited politely. Within moments, a very distinct looking woman answered the door. She looked like an attractive woman in her twenties, and had moderately long raven hair secured in a bun with a few loose strands framing her face, chalk white skin with zigzag tattoos underneath her eyes, but it was her outfit that was most outlandish. Her toned legs were secured in skintight, hip hugging leather pants, her footwear were knee high stilettos, and her top was a leather corset, barely containing her generous bosom. Overall, she looked very much like a dominatrix.

"What can I do for you, Ruth?" The woman asked the blindfolded girl. "Your physiology seems very tense at the moment. Do you need my assistance?"

"Sight beyond sight, and the wise man woman, must find the dissenter tonight!" Ruth urgently spoke in verse as she grabbed the older woman by the arms. "The city of apples, webs the center, or shredder, must guide between good and the right!"

"Slow down a second, Blindfold. Even my hyper-processor of a brain needs some time to decode your riddle talk." The older woman remarked, her use of the young lady's code name an acknowledgement of her urgency. "Sight beyond sight obviously refers to your precognition abilities, and another word for a wise man is a sage, which is my name." Sage remarked as the pieces fell into place. "City of apples, Big Apple, New York. I don't know anything about this dissenter, center, and shredder nonsense, but I do know that New York is known for Spider-Man, hence the webs, but as for good and the right... I got it!" Sage silently went eureka as she pieced it all together. "You're saying that the two of use need to go to New York, find Spider-Man, and help him make a life altering decision that could change the fate of the world, right?" Sage mentally pat herself on the back as Blindfold nodded. "Well, your visions have never steered the X-Men wrong yet. Come on, it's not often I have an excuse to fly the X-Jet." She was about to guide Blindfold to the hangar when the blind young woman quickly entered her room, rummaged through her drawers, and came back out.

"Uhh, Ruth..?" Sage began uncertainly as she followed her teammate. "Why did you grab all my condoms just now?"

* * *

 **3 Hours & 47 Minutes Later**

"Hold on girls, I gotta check my messages." Spider-Man remarked as he slipped his mask on.

"Take all *pant* the time *pant* you need, OOOOoooOOHHOOhhHHh!" Nico panted as she collapsed face-first into her boobs, which she'd impulsively cast **Breast Expansion** on when Spider-Man broke her hymen to better stack up to her competition, thus making each breast the size of a prize winning watermelon. "And make me an anti-gravity bra while you're at it, will ya?" She mumbled through her boobies.

"Yeah, I think I speak for everyone when I say that we could use a - OH MY GOD, you're still going at it?!" Firestar moaned happily as her boyfriend continued to literally light her fire. "I'm so tired, but I don't want this to stop, ever!"

"Let's see here, how many anti-heroes does it take to crack a case?" Spider-Man hummed to himself as he listened to the messages from the girls one-by-one, while simultaneously keeping up with five very horny girls (Red Sonja and American Dream had both passed out from pleasure by this point). "Uh-huh... uh-huh... wait a second... that can't be right, there's no way those guys would work together. Everything on the Omega Drive clearly says that... unless." He immediately snapped to attention and accidentally gave She-Hulk her seventh orgasm. "Guys, we've got trouble. Big trouble." He declared urgently as he started putting his costume back on.

"What's happening?" Spider-Girl asked, immediately following Peter's example.

"And can't it wait until I have the feeling back in my legs?" Black Cat moaned as she got up under protest. "Like, I don't know, after I give birth in nine months? Because there is no way I'm not knocked up after that party."

"Walk it off, can't you tell we're on the clock now?" She-Hulk grunted as she slipped her purple sports bra and bike shorts on. "Here, take one of my spare tops." She added as she handed the fabric to Nico. "It's made of unstable molecules, so it should be able to stretch to your size."

"Bet you never thought you'd be saying that, did you?" Red Sonja chuckled as she pulled herself to her feet and began suiting up.

"Ladies, focus, serious discussion now." Spider-Man clapped his hands a few times to get their attention. "Now then, I've got good news and bad news, in that order, specifically."

"Give us the bad news first." Firestar muttered as she roused American Dream.

"He said the news came in a specific order." Nico rolled her eyes as she arced her back and hoisted her massive mounds. "Try to think before you speak."

"Like you did when you made your breasts bigger than your torso?" American Dream teased her before falling face first into Nico's chest. "...Don't judge me, I'm still a little wobbly from the sex." She weakly defended herself, even as she made no effort to leave the heavenly pillows, especially once Nico started rubbing her back affectionately.

"...Okay, now that everyone's awake, try listening to this, and tell me your thoughts." Spider-Man remarked as he pressed a hidden button on the side of his mask.

"Spider-Man, it's Widow." Natasha's voice sounded from the spider logo on Peter's suit. "The family didn't talk at first, maintaining their original story, but obviously slipping under pressure. I monitored and questioned them for about an hour an a half before agents of AIM - an organization of cyber-terrorists bent on total technological superiority - arrived to try and silence us. Witnesses were much more forthcoming upon being shown the corpses of the agents, and disclosed that they were pressured by AIM into altering their story. Witnesses amended their story, saying they saw an amazonian woman with green skin and red hair in a red tube top and long pants, and a male a female spider powered duo in red and blue costumes making off with their daughter."

"Now for message two." Peter pressed the button again.

"Hey babe, Silver here!" Ms. Sablinova greeted cheerfully. "Good news, I have proof you guys were framed, and the family is safe. Bad news, I had to kill a bunch of Maggia goons to get the proof and save the family. How do I know they were Maggia goons? Simple, one of them was wearing a ring that only Maggia lieutenants and above are given, and I know it's the genuine article because my dad used to have one before he was locked in the clink. I kept him alive long enough to make him confess to making the family alter a few details of the story. Granted, the only major differences are that the 'She-Hulk' had red hair and a red costume, while the 'Spider-Girl' was dressed in red and blue, instead of black and white. Not much to go on, but it's still something."

"Now we're rounding third."

"This is Ghost Rider." Alejandra's gravely voice spoke, sounding even more angry than usual. "Tonight I learned that Adam had lied to me about the true nature of the Penance Stare for my whole life. Turns out I can only burn people with the actual sins they recognize they committed. I already suspected something like it after I tried it on you last week, because you're nothing like Jesus - that's a compliment by the way. What really clinched it though, was when I tried it on these crazy ninjas. I call them crazy but it's more like mental conditioning, which is why I had to resort to more brutal measures. All I got from the ninjas before I killed them was that they're part of a group called The Hand. Oh, and before I forget, we're gonna have to take a rain check on the mother talking, because she fainted while watching the fight."

"And here's the grand slam."

"I know where you live." Rachel said ominously before chuckling lightly. "Sorry, couldn't resist trying that at least once. Anyway, I would have called you a lot sooner, but the strangest thing happened. The moment Frank and I arrived and started asking about the kidnapping, the family tried to tell us everything, but we couldn't make sense of any of it because they were all talking over each other. Worse, before we could even get them to calm down enough to get them to talk one at a time, a whole bunch of anti-mutant racists called The Purifiers burst in and tried to kill everyone. On the plus side, we got to kill hundreds of racist extremists. On the downside, it took forever, and the police arrived before we could get anything solid from the family, but based on the circumstances it was obvious they were pressed into lying. I don't know why mutant haters would be involved in any of this, but when it comes to irrational hatred I don't really want to understand. And before you say anything, no, that is not an ironic statement."

"Anyone seeing a pattern here?" Spider-Man asked rhetorically. "Anyone at all? There are no wrong answers."

"You should leave interrogation to trained professionals who can remain impartial under pressure?" American Dream suggested as she managed to get her suit back on.

"True, but that's not what I was getting at." Spider-Man motioned to continue.

"Over half of your girlfriends won't hesitate to resort to lethal force?" Nico pointed out as she adjusted her top.

"Please don't remind me of that, I feel guilty enough about calling them in for help as it is." He pinched the bridge of his nose tiredly, already feeling a headache coming on.

"All of these cover-ups were done by different groups?" Spider-Girl noted as she tucked her hair into her mask.

"Warmer, warmer but not quite." He nodded approvingly.

"HYDRA isn't involved?" She-Hulk realized suspiciously.

"And we have a winner!" Spider-Man applauded approvingly. "Yes, four different criminal organizations that have no connection to me, none of them the type to play well with others, all coincidentally working towards the same goal."

"I smell a setup." Black Cat purred curiously. "I've been brushing up on all the groups recorded in your Omega Drive, and none of those groups could possibly work together, at least not intentionally. AIM only works with people who are only interested in either money or knowledge. The Maggia are professional retro gangsters who can't stand working with super powered criminals or anything Asian. The Hand is an Asian mafia that's run by and frequently employs and advocates mutants. And The Purifiers are a disorganized group of mutant haters with no central leadership."

"And there's one other common thread." Red Sonja hummed thoughtfully. "A red-headed She-Hulk, and a Spider-Girl wearing the wrong colors. How do they fit into all of this? And more importantly, if someone was going to impersonate heroes, why make so much effort to copy their powers, yet do such a poor job of matching their appearances? Surely they knew the ruse couldn't last."

"Hmm, I'm beginning to think the She-Hulk thing might just be accidental." Spider-Man remarked suspiciously. "I think the real frame-up might just be focused on me and Spider-Girl."

"What makes you say that?" Firestar asked curiously. "I mean, they got your costume right, but Gwen's is all wrong."

"...But they wouldn't know that if they were just going on secondhand information." Spider-Girl realized in shock. "Think about it, if you hadn't seen me in person, and you heard that Spider-Man was now working with a woman who has the same powers as him, what would you think her costume would look like?"

"Matching outfits, obviously." Firestar quickly came to the same realization as everyone else. "But that still doesn't explain the She-Hulk doppelganger."

 ***Spider-Sense!*-Silent Alarm!**

"Hold that thought! Something's going down at Alchemax!" Spider-Man instantly sprang into action and hurried everyone out the door and back to the bus.

"What?! How do you know that?" Nico whined as her legs protested her sudden walking after hours of marathon sex.

"He installed a chip in his mask that sets off his Spider-Sense if there's ever a security breach at Alchemax." Spider-Girl explained as she hoisted the all too slow Nico into her arms and rushed onto the bus. "It was my idea, by the way. After the break-in Alejandra stopped before, I didn't want to take any more chances."

"And that's why she has so much authority in our harem." Firestar smiled proudly at Spider-Girl, the two classmates taking adjacent seats as She-Hulk took the wheel and hit the gas, taking the group on a wild but thankfully brief trip to the Alchemax Labs.

* * *

 **Meanwhile - Alchemax Labs**

"Get back! Get back, whoever you are!" Dr. Connors demanded fearfully as he placed himself in front of his wife and son, holding up his shaking prosthetic arm fearfully in a vain attempt to ward off the trio closing in on him. "I'm warning you!"

"And what will the pitiful man do to stop the mighty She-Hulk?" A green skinned woman with red hair, red clothes, and a gold tiara remarked coldly as she and a Spider-Man imposter closed in on them, dropping unconscious officers to the ground as an afterthought.

"I don't know who you are, but you're not Ms. Walters!" Dr. Connors denied as he fired an energy beam from his false hand, sending the She-Hulk impostor skidding back a few inches.

"I see you have a primitive weapon to defend yourself with." The fake smiled coldly as she cracked her knuckles and stepped forward. "Let's see if it can handle melee better than ranged assault."

Just as the Connors family was backed against a wall, with seemingly no escape from death, a reptilian biped in a badly torn lab coat pounced on the impostor and began mauling her aggressively.

"Curt, what is that thing?" Mrs. Connors questioned her husband suspiciously.

"I... I don't know." Curt shook his head in denial as the new Lizard got the green woman in a stranglehold, the Spider-Man impostor trying to force it off. "Honey, I swear, I locked all my notes on the Lizard formula away for safe keeping. That kind of research is too dangerous to work with, and I vowed never to open that file again. The only people besides the ones who were there the first time that would have any idea I might even have the slightest knowledge of The Lizard would have to have to have been following my research for years!" He insisted as the fake She-Hulk pried the Lizard off of her and threw it to the ground in front of the Connors. "Wait a second, is that..." He trailed off suspiciously as he noticed the name on the lab coat the - apparently female, if her bosom were any indication - Lizard wore, which, coupled with her torn shorts and still very much human (albeit green and scaly) face, helped him realize just who this Lizard was. "Melati?!" Curt demanded in shock and outrage.

"Sorry for stealing your research Dr. Connors." Melati smiled sheepishly as she pulled herself to her feet. "But you know I've always been sore about the whole 'no legs' thing I used to have. Besides, is now really the time to complain about your assistant upstaging you?" She teased nervously as the duo of villains loomed over them menacingly.

"She has a point, dear. We can be angry about this later." Mrs. Connors seconded the idea just as the fake She-Hulk was blindsided by a burst of fire.

"Now who dares!?" The fake She-Hulk demanded angrily as she turned just in time to get into a grappling match with the real She-Hulk.

"I'm the one who should be asking you that question, you big faker!" She-Hulk grunted as she steadily got pushed down and back. "The Gamma Green Gal is my shtick, so if you don't mind, I'd really like to have it back."

"I don't have time for your interference." The fake She-Hulk remarked coldly before getting web in her face. "Now what?!" She growled before getting a double haymaker from Spider-Man and Spider-Girl, sending the unbalanced faker crashing into a wall.

"Thank you for flying Air Spider. Please return your seats and tray tables to their upright and locked positions as we begin our decent." Spider-Girl announced in her best stewardess impression. "How was that? Did I do good?" She looked to her boyfriend for approval.

 ***Spider-Sense!*-*Spider-Sense!***

"Woah!?" Spider-Man panicked as the impostor Spider-Man began attacking him, only for his attacked to be dodged and countered, only for the counter to be countered, and so on and so forth. "Spiderception much? I feel like I'm stuck in a bad video game glitch!" He uttered worriedly as the fake slowly gained the upper hand, only to lose it when Red Sonja cut in and assist, managing to nick the faker across the chest with her blade, drawing first blood. "Thanks for the assist, but how do you know if I'm really me and not the fake?"

"Simple, no one else talks as much as you do." Mary Jane smirked playfully. "Also, your opponent has a slightly larger build than you." Red Sonja added stoically as fake She-Hulk jumped back in the fray, sending a shockwave across the room with a powerful clap.

"No more games, usurper. To protect my world, you will now face the stalwart wrath of Lyra, the one true She-Hulk." The fake She-Hulk frowned as she ripped the webbing off her face, taking her tiara along with it, revealing.

"Oh, hell no..." The real She-Hulk gasped nervously at the red gem pulsating on Lyra's forehead. "Please tell me that isn't-" Whatever she was about to say was cut off when something came crashing in through the skylight, landing with a thud on the ground in the center of the battlefield.

"Hello New York City!" Deadpool shouted happily as he threw his hands in the air, only to lose his epic moment as the person he landed on tossed him off.

"Get away from me, you deformed, irritating buffoon!" The angry man shouted. "I will not have everything I worked for be ruined by-mmph!" He was cut short by the webbing now across his mouth.

"Hey, nobody gets to complain about Deadpool but me!" Spider-Man insisted even as he backflipped away from his copycat. "Also, I don't know who you are, but you might wanna look in a mirror before you go calling others deformed. Seriously, your face looks like burnt cafeteria meatloaf with extra teeth and eyeballs. So, yeah, pretty much exactly like burnt cafeteria meatloaf." He nodded as barely had time to notice his Spider-Sense warning him about Lyra rushing him, only just managing to jump back and cross his arms in defense to cushion the blow, and even then he got sent crashing through the wall.

"You will not mock the world's greatest hero!" Lyra shouted angrily as the gem embedded in her forehead began pulsating again, causing brief but rapid fluctuations in her muscle mass.

 _'Hmm... very interesting...'_ Spider-Girl thought to herself as she surreptitiously activated her communicator.

"Lyra you fool! Calm yourself!" The scarred man commanded before getting blasted in the face by laser beams.

"Norman!" Lyra cried worriedly as she rushed to defend her downed comrade from the four girls who came down the same way Deadpool did, two via rope and two via clouds of gas.

"Norman? As in Norman Osborn?" Firestar remarked nervously as the even more heavily scarred maniac got to his feet, his eyes widening further in panic at the sight of Firestar.

"Fire! FIRE!" Osborn cried in terror as he scrambled away. "Kill it you fools! Kill it now!"

"Norman, please calm down." Lyra mirrored his words to her from before as she pulled him back. "Remember, we have insurances for this sort of thing." She remarked as she pointed to the ceiling, where a Spider-Girl impostor was holding a gun to the forehead of Evangeline, the gothic lawyer bound and gagged in webbing.

"Not good..." She-Hulk's heart sank at the sight of her partner being held at gunpoint.

"Yes... Yes, contingencies... We have contingencies." Norman took deep breaths to collect his thoughts. "I hold all the cards." His grin would have widened if it hadn't already been torn to its limit by the kick he'd gotten from Madame Hydra several weeks ago.

"What are you doing here Osborn?" Melati demanded coldly as she bared her fangs at him threateningly. "You aren't welcome in this city, let alone this company."

"This company is mine; MINE! I built it from the ground up, so it's mine!" Osborn growled, his tone fluctuating wildly as he spoke. "You all have NO IDEA what I've been through to get back what's mine, NONE! But I'm gonna take it back now, EVERYTHING that's mine, and so much more."

"Look, Osborn, it's clear that you've been through quite a bit ever since you left the city." She-Hulk tried to gently begin negotiations. "So why don't you just sit down and we can all-"

"SIT DOWN!?" Osborn shouted manically as he pulled out a pumpkin bomb threateningly. "I'm not sitting down, chairs are EVIL! People do things to you in chairs, CRAZY THINGS! Chairs are for my enemies, NOT ME! I'LL NEVER SIT IN A CHAIR AGAIN!"

One of the girls that came in with Deadpool - an Asian teen wearing a yellow hazmat suit - twirled her finger around the side of her head, the universal sign for crazy. The other girls who came in with her could only nod in agreement.

"Look, Norman, just tell us what you want." Spider-Girl asked slowly, trying her best not to set him off again, the current standstill a boiling kettle of crazy just waiting to burst.

"I want my company back!" Osborn growled out tensely. "I want my LIFE back! I want my FACE back! I want my MONEY back! I want my TEST SUBJECTS back! I want my SANITY AND SAFETY back! I want the FUTURE AND LEGACY that I'm owed back! But most of all, I want the head of the man who ruined everything for me delivered to me on a silver platter!"

"You shall not have Spider-Man!" Red Sonja held her sword at the deranged man threateningly. "Decapitated or otherwi-"

"I'm not talking about SPIDER-MAN!" Osborn shouted, once again outraged beyond all reason. "Spider-Man is my legacy, my successor. He will be the one to carry on my legacy into a glorious future for all of mankind!" He preached in his delusions of grandeur. "The clones I made out of his DNA are the first step into the future of all humanity!"

"Clones?!" Spider-Girl gasped as she looked from the fake Spider-Man to the fake Spider-Girl. "You mean to say that they're..."

"The inheritors of our legacy!" Osborn uttered reverently. "And there will be more like him, more like THEM! And the future will be GRAND! I know, I've been told; it's destiny!"

"Who told you? The She-Hulk wannabe?" Melati questioned sarcastically. "What, is she from the future or something?"

"Exactly!" Osborn whispered manically, making everyone roll their eyes tiredly. Even Lyra herself didn't look too happy about it, and she was the one who told him these things. "She showed me what her time was like, what her people were like. Just think, an entire world of beings with super powers! Where those that have power reign supreme as Gods and Emperors over those that do not! Where our people expand a vast empire into the cosmos, and great scientific advances happen every other hour! But none of this is possible without my guidance; without SPIDER-MAN'S guidance! And it all starts so simple as well. Just take some subjects with latent potential, and expedite the growth of their powers. The days of old, inferior humans are over, and the days of the Superiors is now!"

"So you were behind all those kidnappings over the last few days." She-Hulk confirmed as she gazed over at the four girls. Upon closer inspection, aside from the one in the hazmat suit, there was a shapely Caucasian with very short black hair in formfitting suit, white on the torso, and black in the arms, legs, and domino mask, an average girl who was covered from head to toe in black bandages, with only her eyes and neck-length ginger hair showing, and a petite girl in a cream-colored rider suit and helmet, with red and green highlights. "Those girls are them, aren't they?"

"YES! They were mine, I found them wasting their potential in squalor!" Osborn declared in twisted pride. "I found them, rescued them, and helped them realize their true worth!"

"Rescued us?!" The girl in the hazmat suit shouted angrily, her gloves peeling back to reveal her glowing hands, which the other girls quickly backed away from. "I had a good life, with a loving family, and you took that all away from me!" She growled as the glow of her hands intensified, Osborn backing up slightly in fear. "Now I can't even be around people without this stupid suit, or I'll give them radiation poisoning just by being near them! I'm like some walking Hazmat, and it's all your fault!" With that burst of anger, she blasted twin beams of pure radiation at Osborn, which Lyra calmly intercepted with one hand.

"You think this energy bothers me?" Lyra remarked coldly. "You think HE doesn't bother me? I have the Power Gem, which allows me to absorb and utilize limitless amounts of energy and strength at my whims. As for Osborn, let me just say that I do what I must to protect my timeline from being erased by fools who recklessly alter history for their own selfish gains."

"HEY! I'm the only guy here who gets to do exposition on the Infinity Gems!" Deadpool complained bitterly as he pulled out a rocket launcher from thin air, catching everyone by surprise when it only fired confetti. "Gotcha! That was just my party cannon! I'm a total Brony!" Sadly, he was cut short when Lyra threw a large chunk of rubble at him.

"And isn't altering history for selfish ends exactly what you're doing?" A voice came from the shadows as the fake Spider-Girl had her gun yanked away by a thread, while Evangeline was cut free from her bindings by a quick swipe of claws. "Need a hand there, Tall, Vicious, and Scaly?" Black Cat teased as she carried the petite lawyer to safety.

"Thanks for the help, Cat." Evangeline nodded gratefully. "You too Spider...Man?" She trailed off in awe as she and everyone else paused to stare at Spider-Man's new threads. Gone was the simple red and blue costume, and in its place was a high-end armor. The torso was primarily red, with a black Spider-Logo stretching its legs from his shoulders to his waist, and a simple utility belt around his waist. The legs were mainly a black bulletproof fabric, with red, extra strength armor on his shins, outer thighs, and the tops of his feet. His mask was a heavily plated helmet with several built in computers to monitor his suit and enemies. His arms had the most durable armor at his disposal as light blue shoulder pads, and his forearms were covered in red gauntlets with some sort of blasters built onto the back of his wrists.

"Oh, were you expecting the Easter Bunny or a unicorn by any chance?" Spider-Man quipped as he cracked his knuckles. "Speaking of mythical creatures, you're looking even uglier than the last time we came face-to-face." He chuckled as he glanced at Osborn. "What's the matter? Was your Green Goblin costume in the wash? What are you suppose to be now; Freddy Kruger's less attractive cousin?"

"Laugh all you want for now Spider-Man, but even you can't fight destiny!" Osborn grinned maniacally. "Lyra, Spiders, retrieve my subjects! They'll be mine one way or another." He ordered maliciously.

"Fat chance of that happening. Time to put my Spider-Armor through its paces." Spider-Man remarked as he and Spider-Girl rushed forward and vaulted off of Lyra's shoulders, Peter grabbing the clone Spider-Man mid-swing while Gwen helped Melati and the Connors get to safety. "By the way Osborn, I heard all that crazy stuff you guys were talking about before." He glared hotly at the man as he fired a web bomb from his wrist cannon, completely cocooning his clone from neck to toe in one shot before getting them both out of the way of Lyra. Not wanting to believe what he heard, but not able to rest easy without confirmation, he quickly yanked the mask of the double, seeing, much to his ire, his own face looking back at him. "Isn't it bad enough that you tried to ruin my life? You had to make a clone of me and ruin his life too?!"

 ***Spider-Sense!*-Incoming WTF Moment!**

"Two clones, Spider-Man." Osborn reminded him as the clone Spider-Girl swung around to attack him. "After all, the Weapon X Program made such good use of a female version of the infamous Wolverine, that I simply had to try the same with a female Spider."

"You turned me into a woman?!" Peter panicked as he barely stayed ahead of his opposite sex clone in his shock. "Okay, that is the second most messed up thing that's ever happened to me!"

"Don't be so quick to judge." Firestar remarked teasingly as she and most of the other women on the scene were occupied just trying to keep Lyra at bay. American Dream was currently getting the worst of it, as the wielder of the Power Gem landed a hammer fist into her shield, sending her flying back several feet. Something that shouldn't have been possible, since the unique alloy it was made of should have completely absorbed the impact. "I'd kinda like to see what you look like as a woman."

"Fine, then you can deal with her." He jumped up and tagged out with Liz. "I've got a plan of how to send Ms. Back To The Future here, back to the future, or at least into a cell." He grinned under his helmet as he fired a small thread from under his wrist at Deadpool's ankle before yanking him over as a human shield to tank a hit from Lyra for him.

"Was that really necessary, dude?" Deadpool whined as he got back up. "I may be able to regenerate, but I can still feel pain, ya know!"

"Sorry about the abrupt scapegoat routine, but I need your help to defeat Lyra." Spider-Man apologized as he pulled the merc aside for a strategy meeting. "I need you to make her as mad as you possibly can. Crack every joke you can and then some to get her riled up."

"Uh, did you hit your head when she punched you, because you're sounding even crazier than I am." Deadpool blinked in confusion. "Last time I checked, Hulk, times angry, equals Arma-funking-geddon!"

"Not this Hulk." Spider-Man shook his head as the battle continued to rage on around them, American Dream, Red Sonja, and Black Cat using the indestructible shield in tandem to play dodgeball with Lyra. "Spider-Girl saw the Power Gem surge and mess with her when she got angry for just a second, and Osborn clearly doesn't want her mad. I'm guessing that whatever future she comes from made her work differently than other Hulks; anger doesn't make her stronger, it makes her unstable, or at least in conjunction with the Power Gem it does. I'd do it myself, but as much as it pains me to admit it, you're more annoying than I am. Plus, like you just said, you can regenerate, so you've got that point in your favor too."

"I'll do it on one condition." Deadpool said teasingly before whispering something into Peter's ear.

"...You have got to be kidding me." Spider-Man glared dryly at the loony merc, who put on the best shit-eating grin he could beneath him mask. "Fine... Help me Obi-Wade Kenobi, you're my only hope." He sighed reluctantly.

"You got it dude!" Deadpool shouted excitedly before jumping right in front of Lyra and doing a Marilyn Monroe pose with an old garbage bag and some wires, making everyone pause in shock and confusion at his antics again.

"I don't have time for this." Lyra muttered in mild irritation before trying to punch Deadpool again, only to get a flash bang in the face for her trouble.

"Health Bar in your face!" Deadpool shouted as he jumped up and pulled a half-full health bar out of nowhere and bashed Lyra over the head with it. "Feel the love of the Hyper Combo!" He continued his combo as he pulled his Combo Meter out from under himself and smacked her backhand and forehand, sending her flying several meters back before she suddenly fell from the sky right in front of him. "And it's a hooome ruuun! This is a Hyper Cooomboooo!"

"What the-?! How the-?!" Lyra reacted in stunned shock as she gestured around wildly, everyone else having similar sentiments of paralyzed silence. "How did you do that?! It's a violation of common sense and physics!" In less than a second, her entire body started expanding and contracting wildly, her skin and bones repeatedly tearing and mending as she coughed up huge amounts of blood, desperately trying to calm herself down.

"Don't let him get to you, Lyra!" Osborn commanded her. "Think of the fate of your timeline if-d'oh!" He grunted as Spider-Man blindsided him with a kick to the face.

"Wow, you're really off your game today, Norman." Spider-Man grinned as he fired his web cannon at him, securing him to the wall. "Are you slipping, or have I just gotten that good? Keep up the good work Deadpool; you've almost got her!" He instructed as he jumped atop Lyra's undulating shoulders and placed his hand on her forehead. "Thank goodness for insulated armor. Now I just gotta... get a good grip on the Infinity Gem!" He grunted as he struggled to pull the red colored gem loose.

"You... will not take my power from me!" Lyra grunted as she took deep calming breaths to slow down the energy surges. "Get... off of me!" She got angry again as she tried to pry Spider-Man off of her shoulders and face.

"Hey Lyra! Yo Mama's so stupid, she thought Deadpool was a pool for zombies!" Deadpool quipped, sending Lyra into an outright apoplectic rage, deforming her already fluctuating body even further. _I hope the guys at the YoMama channel on YouTube see this! I totally wanna do a crossover joke with The Walking Dead! Stay out of the water COOoooAAaaArrrrRRllLLLlllll!_

 _'Who the fuck do you think you are, bitch?!'_ An irate voice echoed through Spider-Man's head. _'Power is rage incarnate! To deny your anger is to deny me!'_

 _'This voice, is it the Power Gem?!'_ Peter realized in surprise. _'Uncle Ben said something about the Infinity Gems having a will of their own, but I had no idea it would be this literal!'_

 _'Who are you?!'_ The Power Gem demanded. _'Never mind, it doesn't matter. Just get me off of this backwards fool! I can't standing having a host that gets weaker with rage instead of stronger. It goes against everything Power stands for!'_

"I'm... trying!" Spider-Man's voice strained as he tugged at the gem with all his might, energy surging out of control from around his hand, and his armor cracking under the vice grip of Lyra. "But you're on there real tight... and electric insulation of this armor was designed to hold up against Electro, not... however much energy this is! Not to mention, if the damage to my armor is any indication, this bitch is stronger than the Rhino too!" He winced as he actually began feeling some pain from the pressure on his arms, and the energy emanating from the gem. Just as he was able to recoil from the pain and fall prey to Lyra's full anger, he felt the pressure leave his arms, and a new, more delicate, yet still strong pressure around his torso pulling him back.

"You do what you have to handsome!" She-Hulk winced as she strained to keep a solid grip on her boyfriend, while also using her legs to pry apart Lyra's arms, and use them as leverage. "I can keep this up all day if I had to." She managed to give him a reassuring wink.

"I'm here too!" Spider-Girl nodded as her hands grabbed onto his firmly rooted arm and pulled.

"We all are!" Red Sonja nodded in agreement as she, American Dream, Black Cat, Firestar, and even Nico gathered around and helped pull as well.

"Don't forget about Eva!" A deep yet feminine voice remarked as a green-scaled, humanoid dragon woman with massive muscles and a prodigious height of two and a half meters wrapped her arms around everyone and added her strength to the massive tug of war.

"Eva, babe! What happened to you?" She-Hulk grinned as she happily nestled her head in the dragon woman's massive bosom. "You look like someone beat Fing Fang Foom over the head with Rule 63."

"Some of this crazy lady's blood splattered on me when she started mutating." Eva answered as she spread her wings and flapped with gusto to get some extra leverage. "Guess gamma blood works different from regular blood?" She shrugged her broad shoulders playfully before putting on her serious face. "Now brace yourselves everyone, things are about to get bumpy!" She gave a mighty heave as her tail lashed out at Lyra's legs, toppling her to the ground as Spider-Man ripped the Power Gem free, immediately stopping the surges, and causing everyone to go flying back from the recoil.

"Oh god, everything hurts..." Spider-Man whimpered as he struggled to get to his feet, working together with all of his girlfriends to support each other. "Let's never do that again, okay?" He winced as he looked at the residual crackling of the blood red gem in his hand... along with the actual blood that got on his suit when he ripped off part of Lyra's face. "Let's really... never do that again." He swallowed the bile rising in his throat as forced himself not to look at Lyra, who was currently twitching on the floor at the far side of the room. Just as he was about to pocket the Power Gem in a special pouch on his utility belt however, the gem began floating in the air on its own. "Oh, what now?!" He whined tiredly, too sore to offer any resistance.

 _'Finally! A worthy host to wield my power has arisen!'_ The voice of the Power Gem reverberated through the room, shaking everything and everyone.

 ***Spider-Sense!*-Stop That Gem!**

"Anansi spins a Web of lies!" A feminine voice shouted, stumbling Spider-Man long enough for the Power Gem to shoot at and implant itself in She-Hulk's forehead.

"Jenn!" Peter panicked as he and everyone else gathered around She-Hulk. "Jenn, are you alright?" He held her shaking shoulders worriedly.

"Alright?" She-Hulk panted as the Power Gem sent energy crackling all over her body. "I'm more than alright, this Gem is lighting my fire! AAUUUUUGGGHH!" She moaned in ecstasy as she grew ten feet tall, her hair grew twice as long as she was tall while staying smooth and silky, her muscles rapidly expanded, becoming almost as big as her more (in)famous cousin's, while retaining her distinctly feminine build. Even her bust was now more generous in proportion to her frame than before, but through it all, her face retained its delicate features, and her clothes grew with her body (the last one much to Deadpool's disappointment). "Oh yeeeaaaah, I could get used to this." She grinned as she made a few poses, happily studying and exploring her new form.

"I'd really rather you didn't." Nico pouted as she self-consciously adjusted her magically endowed bust. "Just when I'd finally gotten an edge." She glanced between Jennifer and Evangeline, both of whom were now bigger than her.

"I'm more interested in whoever just cut me off." Spider-Man remarked as he turned to greet their new guests. "And just who might you two be?" He asked of the two signatures his helmet computer detected.

"The wise man woman, and the sight beyond sight." A blindfolded girl in a black jumpsuit greeted the group as she and a dominatrix-dressed woman entered.

"Who with the what now?" Deadpool scratched his head with the dull edge of his katana.

"You'll have to forgive my friend here, she has a very eccentric way of speaking." The dominatrix garbed woman apologized as she approached Spider-Man. "My name is Sage, and this is Blindfold, we are both X-Men." She introduced them both as she shook his hand.

"X-Men? As in, actual, real life X-Men?!" Firestar asked excitedly as she flew over. "OMG, I've totally been studying everything I possibly can about you ever since I developed my powers! My superhero name is Firestar. Big fan, big fan of everything you guys do!" She grabbed both of the girls hands and shook them enthusiastically.

"That's very flattering of you to say, but we actually came here to talk with your friend Spider-Man. Alone." Sage bluntly excused herself and Blindfold. "Fate of the world matters, you understand."

"Totally! Absolutely! You need my boyfriend, you got my boyfriend!" Firestar backpedaled and enthusiastically pushed her lover forward. "I'll just be over here, hanging out, taking care of civilians. Just regular, normal, superhero mutant stuff. Did I mention I'm a mutant too? Because I am."

"Okay, that's quite enough Firestar." American Dream pulled her away and ushered everyone else left along with them. "C'mon now, let's give them some space to discuss. We can worry about She-Hulk powering up, evil future She-Hulks, civilians developing powers, and Evangeline becoming... whatever she is now, while Spider-Man deals with the X-Men."

 ***Spider-Sense!*-Don't Li-GKZSSHHICT!**

"Gah!" Peter winced as his Spider-Sense shorted out, something that had never happened before. "What the hell is going-?!"

"Interesting..." Sage hummed thoughtfully as she traced her fingers across his hand. "A precognitive instinct that warns you of any immediate danger. Not nearly as farseeing as Blindfold's prophesies, but far more accurate and truly spectacular nonetheless... And yet there's something else... something that shouldn't be there..."

"Hey! Hands off, will ya?!" Peter panicked as he tried to yank his hand away, but found that his arm wouldn't budge. Not because Sage had super strength or anything, because she doesn't, but because Peter's entire body was seizing up. "What are you doing to me?" He could barely raise his voice above a whisper, unable to remember a time he felt more physically vulnerable.

"Ask not what one does, but why one does it." Blindfold remarked as she placed her hands to Peter's temples, causing everything to spontaneously go black, except for Spider-Man himself, Sage, and Blindfold.

* * *

 **Location Unknown - Time Unknown**

"Okay, I am officially lost here." Peter scratched his head, glad to be able to move again. "What's going on? Where are we?" He demanded to know.

"Spider-Man!" An elderly female voice called out in shock and relief. "Thank goodness you're here, I've been trying to contact you for some time now!"

"Contact me? Who are you, and why have you... Holy Shit!" He gasped when he spotted an elderly woman garbed in red robes, seated in an ornate spider-themed chair, with purple shackles chaining her to it, and chaining the chair to the massive web behind her. "Okay... this is freaky, even by my standards."

"Spider-Man, I know you are confused, and I wish I had more time to explain, but you must get me out of these shackles before **she** arrives and ruins everything." The elderly woman pleaded.

"And why exactly should I do that?" Spider-Man replied cautiously. "I don't even know who you are. For all I know there's a good reason you're trapped in there."

"So you are the interference hijacking his Spider-Sense." Sage realized, drawing Spider-Man's attention in his shock. "Oh yeah you don't know, I can analyze the genetic material and minds of others through physical contact. By the way did you know that you are only using your mutation at 70% capacity? Oh wait someone already explained it to you."

"He must not resort to that!" The elderly woman panicked. "The center of the web must avoid taking a life in cold blood at all costs!"

"Will someone please talk sense here?!" Spider-Man demanded loudly, pausing when Blindfold tugged gently on his arm. "I don't suppose you have any answers that I can understand?" He questioned her politely, receiving a curt nod and a fluid wave of the hand in response.

"Anansi spins a web of lies, the center or shredder, the curse lives or dies." Just as Spider-Man was about to roll his eyes in exasperation, two empty spaces in the web behind the old woman rippled to reveal moving images.

"What the hell is this supposed to be?" Spider-Man questioned as he jumped up to the web to get a closer look.

 ***Spider-Sense!*-Don't Lo-GET THE FUCK OUT, MADAME WEB!**

"What the hell was that?!" Spider-Man nearly jumped out of his suit in shock, catching sight of Madame Web - he wasn't sure how he knew her name now - doubled over in pain, and Sage with an angry look on her face.

"Yeah, I have bad experience with people trying to pull this brainwashing crap, so I'm gonna have to ask you to stay the fuck out of Spider-Man's head." Sage scolded the old crone. "A hero as noble as him doesn't need an obviously manipulative jerk messing around with his Spider-Sense."

"I am not meddling with it!" Madame Web tried to defend herself. "I am channeling into him the source of-"

"Male bovine feces." Blindfold remarked nonchalantly. "That which science has wrought cannot be torn asunder by facts which are not."

"Okay, I barely got the first part of that, not so much everything else." Spider-Man remarked as he turned his attention back to one of the windows. "I swear if it's not riddles then it's half-truths, or even outright lies. Why has my life been getting so irritatingly cryptic as of late?" Ignoring Madame Web's protest his lenses widened in shock at the sight in the window. Norman Osborn, the man who had ruined so many lives just to fuel his ego, line his billfold, and secure a legacy favorable only to him, being celebrated as the fucking PRESIDENT, and the world's greatest hero, in a grand parade that couldn't be more egotistical if he tried (which the sociopath probably did). "Is this what crazy future She-Hulk showed Osborn? A possible future where he was Dictator Weekly's Person of The Year?"

 ***Spider-Sense!*-Look no furth-I SAID GET LOST, BITCH!**

"Okay, will you people PLEASE stop playing tug of war with my brain?! GAH!" He demanded as he turned irately back to the only other people here, nearly jumping out of his suit when he saw Blindfold floating in midair directly in front of his face. "Do I need to put a bell on you or something? Because you are deceptively stealthy for a chick in a blindfold." He remarked calmly as she placed her hands on his temples. "Yes, you can read my mind, or something like that at least." He guessed and immediately corrected himself as she shook her head. "By the way, just so we're clear, we are in my mind right now, aren't we? Because you don't strike me as the type of girl that can fly." The only response he got was a shrug. "Okay, you seem like one of those cryptic prophet types, so you probably know where we are, which means your answer must be yes, but no?"

"You're pretty good at deciphering her words for a first timer." Sage remarked as she floated up next to them both. "Most people get driven up the walls trying to figure her out; and don't make a crack about your wall-crawling." She cut him off before he could quip.

"Damn, I really had a good one." He pouted as he crawled over to the other window on the web. "By the way what happened to Madame Web, and why do I know her name all of a sudden?"

"I managed to shut her out for the moment." Sage answered. "She'll probably be back soon enough, but until then we can just chat."

"Nice." Spider-Man nodded as he gazed into the window as it came into focus. "Anyway, what do you think I'm looking at here? I'm guessing a metaphysical representation of Chaos Theory displaying select items based on individual need and perception in the infinite possible outcomes of infinite events?"

"Surprisingly articulate for a clown." Sage noted hungrily. "But I guess that's to be expected of an unparalleled genius. Speaking of which once we're out of here will you engage in a physical and intellectual relationship with me? No need to waste any time with the emotional bullshit when we're both individuals of vast IQ." She immediately took notice of shocked reaction and reevaluated her opinion. "Am I right, or is that a social no-no? My brain is closer to a super computer than a typical human brain, so I have trouble discerning these matters; and that's quite literal, not an allegory for autism. Though I was born in the traditional sense I'm literally closer to an organic machine than an actual person."

"No kidding, even your way of explaining your brain is on analog is analog." Spider-Man remarked as the image in the web cleared up to show him and Spider-Girl fighting the Green Goblin in the skyline of New York. "Why do you want to sleep with me anyway? We just met after all."

"As I said before, I can read your entire history through touch." Sage held up her hand. "We are intellectually compatible, I approve of almost all of your actions in life, I question your judgement and guilt complex at times, but you are making much progress in that regard. Furthermore I am interested in helping to bring out your full potential in mixing Chaos and Tantric energies. The final deciding factor is your peerless skill in your sex life."

"You saw that too?" He whined as the fight in the window moved to the George Washington Bridge. "I swear that privacy is impossible with you, it's like we're already dating."

"So this means you will add us to your harem." Sage confirmed as Blindfold smiled fondly from the sidelines. "Ruth has also seen many possible futures of yours, and probably knows more about you than you know about yourself, as do I. We like what we see, and we see no reason for all of us not to act on these feelings."

"Fine, I'll go out with both of you." Spider-Man rolled his eyes. "Not like I won't accept any girls who are-WHAT THE FUCKIN' HELL!" His blood froze at the final image he saw on the web before the world around him faded back to reality, himself, Sage, and Blindfold still in the exact positions they were when they went into his mind. "I don't believe it... No, no it can't be. It just can't!"

* * *

 **Reality - Same Time and Place**

"The Web tangles and twists, sending Spiders to fits." Blindfold rubbed his arm comfortingly. "Threads that may or may not, pains and mercy it does wrought."

"Right, it's all just possibilities, not a guarantee." Peter took deep calming breaths. "Still... what I just saw... my girlfriend getting... blown up." He choked out. "By Green Goblin... do you know how likely it is?"

Blindfold just shook her head somberly and reluctantly pointed at Norman Osborn, who was still strung up against the wall.

"...I'm not sure I like where this is going..." Spider-Man winced as he began piecing everything together. Peter wasn't an idiot, one look at his GPA could easily tell you that. That whole business with Madame Web and those **purple** chains binding her had been just as sudden, shocking, and confusing an intrusion in his life as a **purple** armored cosmic girlfriend of his. Madame Web seemed dead set on preventing him from crossing a line, while Galacta needed him to cross that line to provide her with enough energy to never need to feed on planets again. And both of them seemed to have some higher agenda dependent on his choice. The biggest difference between them seemed to be their methods. While Galacta was tricky when she needed to be, but always upfront when asked outright, his brief encounter with Madame Web showed him that she was upfront with his Spider-Sense - if she really was the one responsible for it, though Blindfold's riddles implied she was just manipulating it - but was cryptic to the point of irritating. Realizing he couldn't put off this decision any further, he turned his grim gaze to Osborn.

"Spider-Man, please think about what you are considering!" The semi-transparent image of Madame Web appeared behind Osborn. "Think of what your aunt and uncle taught you! If you cross this line now you will never go back! The world needs Spider-Man as he is, and the visions you saw in the Web of Life are uncertainties, mere possibilities for the future! You have the power to change them, but you must stay true to yourself! You must be the hero the world needs you to be!"

"I just have two questions." Spider-Man began as he approached Osborn. "How did you get so many different criminal organizations to cover your tracks? AIM, The Maggia, The Hand, The Purifiers. None of these groups would work together under normal circumstances, so how did you manage it."

"I have no idea what you're talking about!" Osborn struggled against his bindings. "Madame Hydra has had me locked up for weeks, forcing me to work on a neural parasite, while I barely had enough time and secrecy to work on cloning you! I had no time to be forming alliances."

 _'So HYDRA is involved.'_ Peter realized as he took a second look at some of the files on the Omega Drive, filtering the results through Madame Hydra. _'AIM and HYDRA are direct competitors, reverse psychology could work pretty well there. Silver Samurai, the leader of The Hand, is the long time lover of current HYDRA leader, Madame Hydra. There's no bad blood between HYDRA and The Maggia, and thugs like them, even organized, are pretty easy to hire for a job. The Purifiers are blind racists, totally easy to manipulate. As for Osborn himself, there's no way he could have managed to weasel the leeway to make clones of me without HYDRA noticing. Looks like Madame Hydra's been pulling everyone's strings. Hell, they may even be pulling mine, completely unaware that they are.'_ Shaking away his nerves, he turned his attention back to Osborn.

"As for my second question; you said that you want the head of the person who ruined you, but that it wasn't me." Spider-Man noted curiously. "So who is it? Who, if not me, ruined you?"

"After all our time together, you still haven't figured it out?" Osborn sneered at his adversary. "After all the hard work and love I put in to trying to raise him and toughen him up, only for him to disappoint me time and time again, Harry's death will mark the beginning of my new legacy, with a worthy Inheritor!"

"Hell. No." Peter whispered in shock and rage at Osborn's callousness. He may have disowned Harry as a friend after what he did to Gwen, but he was only such a huge tool because of his father's twisted expectations and so-called love to begin with. Peter had to do something, if only for the memory of the friend Harry used to be. Making up his mind, Peter steeled his nerves for what he was about to do.

 ***Spider-Sense!*-Don't do it!**

 _'I think I'm gonna ignore that tingle just this once.'_ Peter worked through the headache he was getting as he lurked over to Osborn, causing Madame Web's face to contort in a mixture of fear and rage.

 ***SPIDER-SENSE!*-I SAID DON'T DO IT!**

"GAH!" Peter winced as he held his head in his hands. "Don't... try to stop me!" He demanded as he fought against Madame Web's influence on his Spider-Sense.

 ***SPIDER-SENSE!*-PUNCH TO THE FACE!**

"What the hell?!" Peter shouted in shock as he actually felt a solid blow to the face, strong enough to crack off one of the lenses of his helmet.

"I tried to be reasonable with you, Spider-Man. I tried to be nice, but you forced my hand!" Madame Web declared furiously. "If you will not listen to reason, then perhaps you will listen to force!"

"Oh yeah 'do what I say or I'll hurt you' real reasonable there M-Dubs!" Peter growled as he forced his way forward, Sage taking the cue to to place her hand on the exposed skin of his face left by the opening in his helmet, blocking out the worst of Madame Web's control over his Spider-Sense. "I don't know what your endgame is, but if you can't even give me one good, clear, understandable reason not to kill Osborn right now, then it can't be anything good!"

Spider-Man's words and actions, while confusing to Osborn thus far, became perfectly clear as a long spike popped out of the underside of Spider-Man's wrist, cracking open a hole in his gauntlet, and impaling Osborn right through the heart.

 _"NNoooOOoOOOooAAAaaHHHooOOOOooooo!"_ Madame Web screeched as her astral projection eroded away as if caught in a massive sandstorm to nothing but a mummified form, which quickly crumbled to dust.

As the image faded away and Osborn bled out, images of a bygone era flashed through Peter's mind. Centuries ago, during the dark ages, an aging witch afraid of her own mortality struggled desperately to find a method of eternal life. After much searching, near the end of her life, the witch found the secret she was looking for in a vast web of energy and foresight, which existed beyond time and space as humanity knew it. This Web of Life had no concept of death, for it was born of an immortal from beyond human comprehension. This web had the power to change the world, and even the universe as humanity knew it, but instead of sharing this knowledge and allowing humanity to venture into an untold era of prosperity, she horded it to herself, stifling her species to keep the reaper at bay.

Decades later however, a young man of great courage and wisdom, wearing a coat of arms based on a Spider managed to obtain access to this Web as well, this time with every intention of using the power to benefit the world. However, the wicked witch, greedy as ever, manipulated the noble young man by killing his mentor in such a way as to make it look like the man himself was guilty by negligence. She would then twist his mind and actions to suit her own needs, compelling him through manipulating his guilt and his natural ability to foresee danger to prevent him from ever killing anyone, thus introducing the concept of death to the Web of Life, and ending her own life everlasting.

Over the centuries, the witch needed to make it so the will of the first Spider continued to live on even after his death, to prevent the concept of death from entering the Web of Life. This made the web spread across countless worlds in countless universes, always inspiring those who gained its power to don the same coat of arms as the first Spider, thus expanding the power and reach of the Web even further. And every time someone gained the power of the Web, the ancient witch that had come to call herself Madame Web would be there to control them, all for the sake of eternally prolonging her own twisted life.

* * *

 **Later** **\- Parker (formerly Osborn) Penthouse**

"How did I get here?" Peter asked himself as he wandered vacantly through the fancy loft he had inherited as part of the (now officially) late Norman Osborn's will. "What have I done?" He wondered as he looked at his bloodstained gauntlets.

"What you needed to." Galacta answered as she appeared before him, barely even getting a passing glance as acknowledgement. "I get it, you're mad at me for tricking you like I did, but please let me at least try to explain." She pleaded, her voice cracking in her grief.

"No need, I already saw everything when I killed Green Goblin and Madame Web." Peter shrugged off her words before taking off his broken helmet, letting it roll to the ground as he sat down and began removing the rest of his armor. "I understand why you did what you did, and I'm not upset about it. I just wish that doing the right thing didn't feel so wrong."

"It may be right, it may be wrong, it may be bad, or it may be good." Rachel Alves commented as she approached him. Funny, Peter was so out of it he hadn't even noticed her, or that all of his girlfriend were currently in the room as well. "When it comes to killing bad people, the line is pretty damn blurry to be honest. Either way, I'm proud of you for doing what you had to today. You've really grown from that hopelessly idealistic fool I met during the destruction of The Exchange."

"I don't know if that's a good thing." Peter frowned sullenly.

"Peter." Was all Laura said as she took his hand and placed it on her swollen midsection, her actions saying more than her words ever could.

"Harry may have been a creep, but that's because he came from such a bad place." Liz assured him as her fire warmed him.

"You uprooted the evil of the Osborn family at its source, maybe now Harry has a chance to heal." Mary Jane held him close.

"You killed a monster to save the innocent, in my experience that makes you a hero." Natasha added as she and Silver grabbed his shoulders.

"You may have saved me, but you can't save everyone." Silver said sympathetically.

"You saved me and love me even after I was such a jerk, so don't let one perceived failure get you down." Felicia snuck in and grabbed him from behind.

"I gave myself massive breasts because I knew you were worth it. Don't make these for nothing." Nico warned him as she sat on his lap, pressing her breasts against the growing group hug.

"You swallowed your pride and did what you had to for the sake of protecting liberty and justice for all." Shannon nodded in approval as she placed her shield in his hand and held it tight.

"Sinner burn in Hell, often at the hands of the just. That is the natural course of events." Alejandra mixed her flames with Liz's, sending a reassuring warmth through everyone.

"I'm pretty sure I'm stuck like this now, so you'd better man up and take responsibility." Evangeline grinned as she grabbed everyone in a big hug, her tail reaching beyond her arms to make sure everyone was secure.

"Not to mention you still have five more Infinity Gems to find hosts for." Jennifer reminded him as she held everyone from opposite her dragonoid coworker. "Didn't you say that was a mission from your uncle?"

"We've already said all we need to." Sage added as she and Ruth hopped on Jennifer's broad shoulders.

"Please Peter, don't blame yourself for this. This was all my plan, so hate me instead." Galacta looked down sadly from her perch on Evangeline's shoulder.

"For that matter, don't hate anyone over this." Gwen looked at her lover sympathetically. "Galacta explained to all of us what happened while you were walking around all vacant. You did what you did to protect me." She grabbed his hand and placed it over her stomach. "You did it to protect **us**." She amended, causing Peter's eyes to widen in shock. "That's right Peter, I'm pregnant. So please, come back to us, and be the hero the city needs you to be; the hero the **world** needs you to be; the leader **Alchemax** needs you to be; the lover **we** need you to be; and the father your **children** need you to be."

"I..." Peter hesitated as he looked around, seeing all the women who loved him; Gwen, Mary Jane, Felicia, Liz, Galacta, Laura, Jennifer, Evengeline, Natasha, Silver, Nico, Alejandra, Shannon, hell, even new girls like Sage and Ruth, and the heavily emotionally scarred Rachel seemed to need him just as much as he need them right now. Knowing this, he only had one response he could make. "Love you all so much." He said with all his heart and soul.

 ***Spider-Sense!*-Prepare to be sore for a week!**

"Prove it." Rachel smirked deviously. "To all of us."

"Uhh..." Peter's brain shorted out momentarily. "All at once?"

"Of course." Sage nodded in agreement. "I managed to get the data of Chaos Energy entering your body from when I touched you while you killed Osborn, but I still need data on Tantric Energy, preferably in large quantities."

"By the way, I modified the bed to accommodate all of us, so don't even try to use that as an excuse." Galacta smirked as everyone made their way to the bedroom.

"We need to test out our new bodies too, so let's have this be practice." Evangine grinned and Jennifer nodded in agreement.

"I'm still a little sore from earlier, so what's a little more aching between lovers?" Nico engulfed Peter's torso with her breasts.

 _'Life just got a whole lot crazier.'_ Peter winced as he prepared for sexual Armageddon.

* * *

 **Meanwhile - Unknown Location**

"How goes your little project?" A powerful looking man in a silver colored suit of samurai armor asked as he approached a desk where a green haired woman was sitting.

"Everything is progressing as planned, my love." Madame Hydra smirked as she looked over the report from one of her field agents. "the AIM agents were tricked, and The Maggia thugs didn't bother to check the payment properly before doing the job. Both organizations should now have quite a bit of animosity with Spider-Man. How are things on your end?"

The Silver Samurai's lips twitched upward, the closest he got to a smile. "The most disloyal members of The Hand were sent on this mission, and died as expected. They will serve as a warning to any other thoughts of dissent."

"Good, I refuse to allow another organization like The Exchange to take root." Madame Hydra let out a brief chuckle as she closed the report. "It wasn't easy to set them up to crash little Rachel's wedding, but it was well worth it to stamp out the danger they posed. Her psychological profile and military experience was the perfect setting for another Punisher."

"Indeed, but what of the so-called 'Purifiers'?" Silver Samurai hissed in disdain. "They may have lost a hundred in the attack by the Punishers, but they still have thousands more around the world, with many other even more fractured groups that share their mindset."

"Patience, Beloved." Madame Hydra said soothingly as she approached him and traced her fingers seductively across his armor. "With the data HYDRA gathered on them during their assault, we now have a much more thorough understanding of their power structure and movements." Noting the slight growl of impatience her lover gave, Madame Hydra continued. "Calm yourself, Kanuichio. I know you rightly despise those mutant haters, but just think of the possibilities. Thousands of blind racists, each one of them such unlikable people outside of their social circles that no one would miss them if they all just disappeared at once. An army ripe for the taking."

"And just how do you intend to control this army?" Silver Samurai expressed his doubts.

Madame Hydra, to the credit of her planning abilities and callousness, just smiled cruelly as a large vat with a tentacled **thing** floating in it rose from behind her desk. "Though he may have been a fool, and so far out of his depth that it was barely even fun to torture him to the brink, the late Norman Osborn was an unquestionable scientific genius. With the data we managed to collect on the Mind Gem before Spider-Man stole it, he was able to create a mind controlling weapon of unparalleled potential. The people it controls end up little more than mindless drones, but we were never trying to recruit The Purifiers for their brains anyway."

* * *

 **Deadpool Notes**

"Hey there! I'm Deadpool! Here to tell you why the Fuck it took so long for this chapter to get finished and posted!" **It would be nice to get an explanation for that.** "Shut up, it takes a long time to get stuff this epic out! Anyway, truth be told, this chapter was actually completed about a week ago, but at the time of this chapter being posted-" _April, Twenty-Sixth, Two-Thousand-and-Sixteen._ "Thank you for that, and for everyone reading this chapter after the next update. Anyway, today is the writer's birthday, so given the timing, and the fact that this is his favorite chapter planned for the entire story, he decided to make this chapter a special birthday present to himself. Sorry for the wait though, but we'd like to give a big thanks to all our readers for staying up to date on The Spectacular Spider-Harem! Tune in next time to find out more about the secret origin of the Spiders, as well as adding all those new heroines introduced this chapter to the Spider-Harem. Damnit! I am so jealous of Spidey right now! When does Deadpool get his harem?!"

"Right now, you gorgeous lump of cancerous tissue!" Lady Deadpool catcalls as she pounces on her male counterpart.

"Oh hell no! I don't wanna get it on with her, she's crazy! And also me!" Deadpool tried to run.

"Not even if I managed to talk a few of your other lady friends into joining? Like Domino, Outlaw, Siryn, and Copycat?"

"...Did you?"

"Hey Wade, feeling lucky?" Domino teased as she wrapped her arms around his chest from behind.

"He's such a good shot, how could he not be?" Outlaw seconded as she reached her hands down his pants from behind.

"Let's cut to the chase Wade; the female version of you said you would kill every duplicate of Madrox for me if I joined this harem thing you're doing." Siryn approached him like she was proposing a simple yet important business deal.

"I was a prostitute when you first found me, this is pretty much the greatest prospect I've ever had." Copycat shrugged as she leaned on Lady Deadpool. "Besides, she said something about me being your love interest in your movie. I'm not sure if that's an actual offer, or just your usual weirdness, but either way I want in."

"Hooray for Self-cest!" Deadpool let out a whoop-whoop as his harem carried him to his bedroom for hours of kinky and passionate lovemaking.


	8. Destroy (Their) Future

**Chapter 8 - Destroy [Their] Future**

"Oh man, what a night." Peter grinned as he walked out of the bedroom in nothing but his boxers, stretching out the kinks in his back as he made his way towards the kitchen. "Almost helps me forget I killed a man last night, or afternoon, it's still mostly a blur to me." The self-degradation and bitter reminder of yesterday's events nearly damped his mood, but his emotional high brought on by the massive amount of Tantric Energy - and comparatively small amount of Chaos Energy - now coursing through his veins wouldn't let even him be upset. "Damn it, I thought Galacta said she was gonna drain off all this extra energy for food! Why can't I be unhappy about killing Norman?!"

"Because you shouldn't be upset about it." Laura answered him as she entered the kitchen in nothing but a lacy black bra and panties, her gravid stomach looking bigger and more beautiful that he remembered, and he remembered it well. "You killed a man who was deliberately ruining both your life, and the life of his own son and many others. Not to mention you had a great deal of sex last night. Regardless of the energy Galacta drained from you, those aren't the kind of things you get sad about afterwords."

"She's got a point there." Mary Jane added as she walk in wearing her scale mail bra and loincloth. "Sonja and I are very happy about last night, and we'd feel very insulted if you didn't feel the same." She threatened darkly as she grasped his manhood firmly.

 ***Spider-Sense!*-She'll rock your world!**

"Yes Ma'am!" Peter panicked, the massive amount of very rough sex last night still fresh in him mind and loins.

"Good boy." Felicia kissed his cheek as Mary Jane let him go. "By the way, I didn't bring any underwear last night, so I'm wearing your suit." She purred as she sashayed seductively to a seat, neglecting to mention she was only wearing the top half of his spandex like a shirt just barely long enough to prevent anything from showing.

"Galacta probably would have brought you something to wear if you asked." Nico bounced to a seat, her enormous breasts and shapely rear in jack o' lantern panties and black cat keyhole bra. "She made me this really nice anti-gravity bra, after all." She grinned as she rested her breasts on the table.

"That's where super strength and unstable molecule bras come in handy." Jennifer arced her back and stretched her arms in the air, flaunting every square inch of her rock hard body, massive bosom, and semi-transparent purple lace underwear. "Isn't that right Vange?"

"Yeah, thanks for giving me one of your spares by the way." Evangeline grinned sheepishly as she very carefully navigated her tail, wings, and massive frame around breakable objects, which was pretty much everything at her mass. "Remind me though, who's bright idea was it to spend all morning dressed as sexily as possible?"

"It was Galacta's plan." Liz answered as she rummaged through the fridge, her bright yellow panties squeezing her ass tightly as she bent over. "She felt that after what she pushed Petey into yesterday, it was the best thing we could do to raise his spirits." She bounced up and over to the stove with three cartons of eggs in her arms.

"That, and hopefully give us all some straight answers to why she's been so fixated on him." Shannon added as she pulled two gallons of milk out of the fridge and followed Liz's example, her blue bra with white stars and panties with horizontal red and white stripes visible only briefly before the two of them put on their aprons and began cooking. "Hey Alejandra, do you think you could get the blueberries and pancake mix for us?"

"I'm on it." The flaming skeleton woman complied, the Hellfire that replaced her flesh miraculously filling out her leather dominatrix getup quite nicely.

"Al, these are chocolate chips." Shannon frowned at the offending bag.

"Yeah, so?" The Hispanic woman shrugged. "I like chocolate."

"So, I'm allergic to chocolate." The All-American sweetheart handed the bag back to Alejandra sweetly. "Besides, we agreed on blueberry last night anyway."

"With so much going on last night, who had the mental capacity to keep anything anybody said or did straight?" Rachel asked rhetorically as she lazily pulled a jumbo bag of hash browns out of the freezer, her white bra with black circles in the center of each cup, and vertical black and white striped panties getting many curious stare at how whimsically playful and darkly funny they were compared to her usual 'tough girl' image. Although the long vertical scar in the center of her chest may have been a factor as well. "Could one of you little girls fry these up for me? It's rare that I get a chance to have a full eight hours sleep, so I'm not exactly a morning person when I do." She yawned sleepily as she rubbed the sand from her eyes, barely making it to the table before collapsing face-first into Nico's massive bosom and letting out a tired mumble. "Y'know, fer a minor... *snore*, ya got a pretty sweet rack..." She grinned happily as she nestled her face deeper into the warm, fleshly pillows.

"I know, at least half of the hickies they have are yours after all." Nico rolled her eyes as she brushed the older killer's hair like a mother would to comfort her daughter.

"You wouldn't think that someone responsible for the deaths of so many criminals would look so adorable while sleeping." Silver cooed as she bent over and pinched a grumbling Rachel's cheek, her transparent silver negligee swaying tantalizingly. "And are you gonna come out here and have breakfast or not? I know for a fact that even you have to be hungry after last night." She addressed someone from the doorway.

"I just don't see why I have to dress like this." Natasha pouted as she walked stiffly to the table, her black negligee a perfect compliment to her fellow trained killer. "Going to the trouble of specifically wearing something like this after an orgy of that size just seems like overkill."

"It's part of the fun, Tash." Gwen chided her fellow spider themed heroine as she walked in on the ceiling so she was just over Peter's head. "Besides, if we get to enjoy the view, I think it's only fare that we return the favor." She grinned as she comfortably dropped into the arms of her lover/father of her future child, who couldn't help but grin like an idiot when he noticed that her underwear was spider-themed.

"No matter how many times I see you girls all dressed up like this, or just being around you in general, it never fails to make my day." Peter smiled before kissing Gwen deeply. "It looks like we're still three short though. Are Sage, Ruth and... Gali up yet?" He hesitated to speak of the expecting planet eater; the fact that she no doubt deliberately planned for him to be pushed to murder Norman not forgotten, or fully forgiven for that matter.

"We're all up, don't you worry about that." Sage grinned as she posed seductively in the doorway, her black corset and panties hugging her tightly as she jutted her hip out. "Galacta might be a little slow though. She's worried about how you're gonna take what she has to tell ya."

"Yes, very sorry." Ruth bowed her head as she hid behind Sage, wearing a pink sleeping mask covering where her eyes would be, and baggy green pajamas with frogs on them. "Mr. Spider-Man is very nice. Sorry, Mr. Peter Parker, very nice. Please don't be mad, I just wanted to help."

"Yikes, and people say I apologize too much." Peter winced at how nervous the eyeless young girl looked. "What happened to that confident young prophet that helped me save the world yesterday?" He asked her gently as she took the furthest seat from him.

"Not the same; different when I see things. So sorry, please forgive me." Ruth muttered quietly. "Last night was very nice though." She smiled as she blushed vividly, swaying gently in her seat. "So gentle, so understanding, so perfect."

"Glad to hear I left a good impression." Peter beamed teasingly. "Though I gotta admit, it's pretty odd being around someone even more apologetic and modest than I am. Is this what it feels like when you have to put up with my more angsty side?"

"Depends; do you have a warm feeling that makes you feel right doing whatever you can to help?" Galacta asked from the door as she rubbed her arm nervously, her purple negligee and swollen midsection the last thing on Peter's mind as she took a seat across from him. "Because that's how we feel when we look at you. We just want to help and be helped, love and be loved. Or at least that's how it is with me."

"Yeah, it's something like that." Peter muttered stoically as an eerie weight hung over everyone in the kitchen.

"I guess you have a lot of questions you wanna ask me?" Galacta didn't even need to look at her - possibly soon to be ex - boyfriend to know he was looking at her expectantly.

"That's putting it mildly." Peter remarked as everyone looked at her expectantly. "I have so many questions, so many problems that need to be resolved, that I barely even know where to start."

"I can start us off." Rachel uttered groggily as she reluctantly pulled her head away from Nico's bosom. "Why do you look so much more pregnant than you did last night?" As the violent vigilante glanced around, she noticed everyone giving her odd looks. "What? We're all thinking it, I just had the decency to say it so we can stop wondering while we listen to the more important stuff."

"That's actually a good place to start, now that I think on it." Galacta chuckled nervously as she drummed her fingers across her belly. "To answer your question, my state of pregnancy is dependent on how much I've eaten. I progress further along as I eat more calories, and when I can't get calories, I get cravings. Big cravings." She paused for dramatic effect, the makings of a 'healthy' diet for a girl like her making everyone gulp in fear. "Anyway, like I told Peter when we first started dating... if he's feeling generous enough to call it that..." She paused as she hung her head in shame, knowing that Peter wasn't too angry, but still feeling horrible anyway. "Anyway, Spiders and Spider-Powered beings like Peter are the only lifeforms in the universe that can absorb both Chaos and Tantric Energies. For those who don't know, Chaos Energy comes from committing murder, while Tantric Energy comes from having sex. And when they mix together, they pretty much break the known laws of conservation of energy."

"Giving you tons of energy to feed off of." Natasha nodded understandingly. She may not have approved of some of the cosmic being's methods, but she could see the value in them.

"That doesn't explain why you let Peter impregnate you in the first place." Laura continued the questioning as she massaged her own belly.

"Pot calling the kettle black, much?" Liz smirked at Laura teasingly, being one of the few people in the room who still liked and trusted Galacta unconditionally.

"You're one to talk." Laura returned fire casually. "Your hormone levels indicate that you're expecting as well." Jaws all around the room dropped instantly, the most extreme of which was Liz herself.

"She's right." Sage nodded in confirmation as she removed her hand from Liz's shoulder, which she hadn't even noticed was there. "I can read bodies like a book, and you're definitely at least a few days along."

"I'm gonna have a baby?" Liz gasped in shock as she held her abdomen. "But I'm still in high school, and my brother is still in jail. I can't believe I'm gonna be a teen mom..." For several seconds there was a stinging silence, and then... "Yyyyeeeessssss~! This is the best day ever! I'm gonna be a mother, and my sweetie Petey is the father!" She cried excitedly as she latched onto Peter and gave him a big smooch. "We're gonna be such a happy family, aren't we?"

"You're surprisingly happy about this." Peter chuckled nervously as he held Liz close. "I would think you'd be panicking even more than I am right about now."

"Please Petey, I've wanted this ever since we started dating." Liz smiled warmly. "Think about it, my brother has a serious gambling problem that he doesn't let me help him stop, and is so overprotective of me that he constantly ignores his own problem. Hell, he probably tries to smother me with his protection specifically so he doesn't have to correct his addiction. Not to mention all of your emotional struggles you never let me help you with until my Galacta came into the picture and my X-Gene kicked in." She teased, embarrassing her lover with his previous emotional distance. "I've felt so powerless to help the people I care about most for so long that I have this uncontrollable need to help and protect others, something I'm sure you know all too well as well." She kissed him again. "Being a mother would do all of that and so much more. I need to do this Petey, not just for your or me, but for our child as well. I'm gonna be there for our baby, we both are. I know they say having kids can't fix a broken relationship, nor should they, but in a loving family they can make all of us more complete."

"...Why did you ever leave her in the first place?" Gwen asked Peter in amazement. "I would have shared you with her from the get go if I knew she was this amazing."

"So would I, Tiger." Mary Jane grinned right before kissing Liz deeply. "It's official, as of right now I'm totally in love with you Liz."

"Good to know." Liz grinned as wide as she could.

"I'm pregnant too." Laura raised her hand like an impatient elementary school student. "Don't I get a kiss?"

"Maybe once I get pregnant." Mary Jane backed away from the stoic enthusiasm of the feral mutant. "...I'm not, am I?" She asked hesitantly, recalling Laura's ability to sniff subtle hormone changes.

"...No." Laura pouted sullenly. "But Natasha, Silver, and Felicia are." She quickly turned her attention to three women, especially Natasha, who practically choked on the news.

"I'm what!?" Natasha panicked as Silver and Felicia were each going through their own inner turmoil. "Th-th-that's impossible! I'm sterile, so there's absolutely now way that..." She trailed off as she remembered the conversation she and Peter had shortly after she regained all of her memories. "Peter... What did you do to me?" She interrogated with all the intimidation skills she could put into just words.

"Well..." Peter tried and failed desperately to avoid eye contact with his super spy girlfriend. "I may have managed to intercept a few files you sent to SHIELD about the Infinity Gems..."

 ***Spider-Sense!*-Do not anger the woman with 80 ways to kill you before breakfast, before breakfast!**

"And I knew, depending on how things went, they may try to put you in a position where you either had to steal them, or possibly betray SHIELD..." Peter continued to talk, even as his - now entirely real and unmodified - Spider-Sense was telling him to stop. "So I figured that if you had to go on maternity leave, it would be considered too dangerous for someone in your condition, and eventually a conflict of interests even a super spy organization couldn't ignore."

For several tense seconds there was an unbearable silence between Peter and Natasha, the trained espionage agent scaring her much more powerful lover with nothing more than the force of her glare. Eventually, just as Peter was about to crack, Natasha backed down with a sigh.

"I should be angry at you right now, incredibly so at that." Natasha began tensely. "You intercepted maximum security messages, betrayed my trust, and put me into a condition I'm not ready for... but I'm far too impressed at your skill and initiative to be mad right now." She smiled before placing a delicate kiss on her lover's cheek. "Is it weird that your gross invasion of my privacy only served to turn me on?"

"Incredibly so." Silver grinned cheekily as she wrapped her arms around Natasha's stomach from behind. "Fortunately, you're among good company. After all, I'm in the same boat as you are now."

"Reminds me of when we all first met." Natasha let out a brief, humorless chuckle, recalling their mutual bout of amnesia. Her reminiscing brought another matter back to her mind, bringing her attention directly to Peter. "Speaking of which, I can accept that you managed to outmaneuver my espionage skills, but how did you manage to cure my condition so quickly? Medical advances don't exactly happen overnight, and you've already been busy with so many other matters. Where did you find the time?"

"When someone you love needs help, you make time." Peter shrugged. "Besides, I've been working on the cure to your sterility for longer than I let on."

"And exactly how long have you been working on it?" Felicia asked curiously, clearly looking forward to one of his usual surprises.

"Since about five seconds after she first mentioned it." He grinned playfully. "I'm a genius, what did you expect?"

"Great things, we all expect great things. Thank you." Ruth added her two cents before sheepishly sinking back into her seat. "Love you long time please, thank you."

"Yes, you're a genius. Now can I get back to my exposition?" Galacta inquired, drawing all attention back to herself, both the good and the bad. "Thank you. Anyway, continuing from where we left off, me getting pregnant was more of a personal choice than anything I really needed to do." She blushed as she smiled in nostalgia. "I've seen so many heroes on so many planets rise and fall over my thousands of years, but I've never seen anyone quite like Spider-Man, like Peter. Don't get me wrong, there are tons of people with Spider powers in the universe. Hell, there's even an Intergalactic Society of Spider-Men if you can believe it." She couldn't help but chuckle at the looks of shock and disbelief everyone had.

"Bullshit!" Kiden shouted in denial as she walked in dressed in a red and blue bathrobe, shocking everyone who didn't know she was there, which was everyone. "...Oooohhh, I probably shouldn't have said that out loud, huh?" She winced when she realized her mistake.

"What is she doing here?!" Shannon panicked as she tried to cover herself, suddenly much more modest now that there was an outside party present.

"Ask Laura, she's her friend!" Alejandra pointed at the mutant accusingly.

"Don't get mad at her, I came here on my own last night." Kiden remarked nonchalantly as she took a seat and started munching on some of the pancakes without waiting for permission. "We were hanging out last night and she said something about her boyfriend needing her support. I can freeze time, so it wasn't all that hard to follow her here without being noticed."

"You followed me?" Laura whispered in a minimum of awe and pride.

"You were here last night?" Nico winced, mortified when Kiden just nodded with a smug grin on her face. "How much did you see?"

"Not nearly as much as I felt, considering I dived in about a minute into the orgy." Kiden sighed wistfully, again leaving everyone speechless. "Funny thing about orgies, when they get really big, you tend to lose track of who's who. Don't ask me how I know that, I just do." She held up her hands in a stopping motion, refusing to say anything else on the subject.

"Why?" Peter pleaded with his head in his hands. "Just... why?"

"Not that it's any of your business, but my family was even more of a wreck than usual yesterday." Kiden sighed as she leaned back in her chair until Laura forced the legs back onto the floor. "Spoilsport." The time stopper pouted at her friend. "Anyway, the day started with my mom finding all the heroin my older brother was supposed to move for his boss, and flushing it down the toilet. I knew a huge shitstorm was coming, so I made myself scarce and decided to hang out with Laura all day. Then Laura had to go help you, I tried to go home, but when I got there a bunch of thugs were shaking down my mom and brothers for the drugs. I managed to break one of their arms as an example, but I didn't want to kick up a big fuss with the local crime bosses, so I told them they could take the money they're owed out of my big brother's hide and organs, seeing as how he was the one who bought the package, lost it, and couldn't pay for it. My mom was pretty pissed that I signed my brother's death sentence when I could have helped, and my bratty little brother practically worshiped the ground my big brother walked on, so they both kicked me out and said not to come back until I saved my brother. Can you believe it? Me, an apathetic and unmotivated drug addict that just so happened to have the power to freeze time, and they're expecting me to risk my life to save someone I don't even like. Tch, as if! That kind of thinking got my old man killed when he was on the force. And even if I cared about what happens to him he's probably dead by now anyway, and since we had sex last night, and you're an upstanding millionaire hero, I figure that makes you my sugar daddy, which means I can crash here as long as I like. Probably forever."

By the time she was done talking, everyone was mortified, horrified, and thoroughly disgusted at everyone in the Nixon family, though less so at Kiden, and more so at her older brother than anything else.

"Okay, there's so much wrong about that rant that it would take me all day to properly work through all the conflicting emotions I feel right now." Peter sighed as he massaged his temples, his morning after buzz officially dead now. "Laura, you're right. She needs to get out of that house."

"Does that mean you're letting me live here?" Kiden prodded Peter eagerly.

"...Maybe... but there's gonna be a few conditions." Peter cut her off before she could get started again. "First of all, no telling anyone who I am."

"Done." Kiden nodded eagerly. "The only thing I could think to get out of you for your identity is money, and you're already giving me that."

"Second, if you're gonna live here, rent free I might add, then you're gonna have to keep it clean." He mentally chuckled as she gave an exaggerated groan and banged her head against the table theatrically. "Don't complain, this is technically my loft, and I refuse to let it become your personal pigpen."

"Fine~!" Kiden whined, as if the very idea of any work was a sin punishable by death. "Will there be anything else, master? Shall I become your personal baby factory, popping out time manipulating Spider-Babies every nine months? Perhaps you'd like me to dress-up like a little French maid and take care of your morning wood everyday?"

"Take off your robe." Felicia instructed her curtly as she pulled the waist-tie loose.

"Wait a sec, I was only joking about the-" Kiden stopped short when she saw that she was wearing a French maid uniform under her robe. "Where the hell did this come from?" She asked uncomfortably.

"That would be me." Galacta raised her hand impatiently. "And speaking of me, do you think we could get back to me and let me finish my story already?" Hearing nothing but silence and the faint sound of pancakes and hash browns being stacked high on several serving plates, she felt comfortable continuing. "Now then, to recap: Spiders feed on sex and murder, I can feed off that energy through them, and I got pregnant with Peter's child for personal reasons. Moving along, picture the multiverse as a giant web, with each intersection of threads being a different universe-"

"Multiverse? You mean like that crazy comic book stuff lazy writers use to explain away anything that doesn't fit in their vision of the story?" Felicia raised an eyebrow suspiciously.

"It's totally real." Shannon chuckled nervously. "I'm actually from an alternate universe."

"...I'd ask someone to shoot me if I didn't have my baby to worry about." Gwen pouted sullenly.

"-And the center of the web being its' universe of origin." Galacta carried on loudly as if she hadn't been interrupted. "This web, known as The Web of Life and Destiny, is an artificial construct made by a family of immortals at the center of the multiverse. These immortals call themselves The Inheritors, and they use The Web to create and manipulate fate to seed individuals with powers derived from various animals around the multiverse. They create these animal based super beings, and cultivate them with pain and suffering, so that they can grow and mature until they're ripened enough by constant misery and woe to be tasty to their twisted palettes."

"Seriously?!" Peter asked irately, images of all his unhappiness since he got his powers flashing before his eyes. "You mean to say that everything, EVERYTHING bad that's happened to me since I got my powers has all been so a bunch of gluttonous cannibals can eat me?!"

"Well, not exactly everything." Galacta corrected sheepishly. "There is such a thing as dumb luck, not to mention your own self-destructive, self-sacrificing, and self-martyring tendencies pushing you to take the hard road when the easy road works just as well, or even better, for far less effort and emotional turmoil. Also, some of your personal troubles and fights you get into weren't arranged by them. But, for the most part, yeah, it's totally their fault. Especially that part with your Uncle Ben, they do that to almost all Peter Parkers in the multiverse."

"...I'm gonna kill them!" Peter hissed as talons popped out of his wrist, much to everyone's shock - especially Laura, who suddenly felt her love for him skyrocket. "I swear, if it's the last thing I do, I'm gonna kill those-"

"You already did." Galacta cut him off. "I went to the center of the multiverse a while ago, and ate the Inheritors."

"Turnabout is fair play." Alejandra nodded approvingly, her fire going out and her dominatrix leather turning into black lacy lingerie as the young Hispanic woman and Shannon began serving up pancakes and hash browns to everyone.

"Even if it is kinda gross..." Shannon added as she tried to imagine anything but Galacta eating people. Horrible people, but people nonetheless "Not that there's anything wrong with a little gross from time to time." She grinned as she pictured herself with a massive baby belly, being held gently by the man she loved.

"But why do all this for me?" Peter asked pleedingly. "Not that I'm not grateful, but you had to have had a reason."

"Like I said, I helped you because I love you." Galacta smiled at her lover. "You and all other Spiders in the multiverse have been getting raw deals since day one, and not just from the Inheritors. There are, or at least _were_ tons of Madame Webs in the multiverse as well, each one promised immortality in exchange for helping to cultivate and harvest a bumper crop of Totems for the Inheritors to devour."

"Why did no one stop this sooner, though?" Jennifer asked out of concern for Peter, along with all others like him in the multiverse. "Surely if you were able to stop them, then someone else had to have-"

"I barely survived stopping them." Galacta corrected the gammazon tiredly. "They existed at the center of the multiverse. That's where they were born, and that's where they ruled, manipulating all of fate to suit their whims. I may have been able to eat them, but I couldn't digest them unless a mixture of Chaos and Tantric energy got absorbed into the Web of Life and Destiny, poisoning them long enough for my stomach to break them down into food for my little girl." She smiled as she rubbed her belly lovingly.

"Hang on," Gwen stopped Galacta. "Are you saying that out of all of these Spider Totems in all realities, Peter, our Peter, is the first one to kill someone?" She asked in disbelief.

"Oh no, far from it." Galacta shook her head. "Between all the Spider-Zombies, Spider-Wolves, Spider-Bats, Spider-Assassins, Spider-Monkeys, Spider-Men that gave into the symbiotes, and that Japanese Spider-Man with the giant robot, the multiverse is full of Peter Parkers with huge body counts. He's just the first one that wasn't cut from the Web by the local Madame Web before he could do it."

"And I take it you're the one who prevented him from being cut?" Rachel smiled approvingly at the (relatively) young planet eater.

"I have a giant robot in Japan!?" Spider-Man geeked out excitedly, completely shattering the building tension and ignoring the main point of what was being discussed at the moment so he could fantasize about piloting a giant robot in his image. "That is so awesome! Why does all the cool stuff have to be exclusive to Japan though? I want a giant robot too!"

"Hey, it's like I told Infinity and Eternity." Galacta shrugged proudly, ignoring he lover's fanboy-isms for the moment. "I don't give a fuck about all that 'fate' and 'destiny' stuff! Nobody gets away with hurting my man, and if the only way he leads the happy life he deserves requires messing up the grand design for the multiverse, then move over One Above All, because Galacta has a boyfriend to violently overprotect!"

"Infinity and Eternity?" Natasha wondered hesitantly. "Do I even want to know-?"

"The living embodiments of all possible timelines, and our entire universe respectively." Galacta shrugged like it was no big deal. "Don't get me wrong, I love my Auntie Infinity and Uncle Eternity to Grandma Death, but for a married couple, they're not exactly understanding of the feelings of others. It's like; Hello! I'm over 18,000 now, I can make my own decisions without you hounding me all the time, and if I wanna get teen pregnant by cosmic being standards, then I'm gonna get teen pregnant by cosmic being standards! Thank the One Above All that Uncle Eternity is so ticklish, or I might never have saved my Spidey-Wideykins!" She cooed childishly as she began frantically kissing her man.

"Either her hormones are acting up, or people really need to start rethinking their opinions on religion and deities." Evangeline whispered to Jennifer, who was struggling not to burst out laughing.

"Knowing Galacta, I'm leaning towards both." Peter remarked jokingly. "So... that's the whole story? You did all this for me?" He asked his cosmic girlfriend uncertainly.

"Mostly for you, but I also did it to do some of my own hero work as well." Galacta remarked as a hologram of a web appeared out of nowhere on the table. "Think of this as The Web of Life and Destiny," As she spoke, the web began tearing apart at the seams, starting in a far corner of the web and spreading out from there. "This is the effect your murdering Osborn while still connected had on it," The web then began wrapping in bunches around all the points where the web once intersected. "And this is what I was doing to it after you murdered Osborn, while you were busy fading in and out of dimensional planes." Noticing the looks she was getting, she just waved them off. "Don't worry, nothing bad happened to you during that time, it's just that you spent a lot of time between when you killed Osborn and when you got here last night completely unaware of anything, so I figured you may want some answers to fill in that big blank."

Blinking in surprise at this news, he turned to Sage and Ruth for answers, hoping that the two of them, having been with him when he killed Osborn, would know anything. Curiously, they both just shrugged uncertainly, apparently as unaware that anything had happened as he was. "Huh, and here I thought I was going through some crazy PTSD. Dimensional hooey makes so much more sense." He rolled his eyes sarcastically.

"You're in a penthouse, surrounded by your seventeen or eighteen girlfriends, eating chocolate chip and blueberry pancakes and hash browns stacked to the ceiling, and you're questioning the cosmic sense your planet eating baby mama is making when she's talking about how she saved all versions of you in all realities." Felicia pointed out. "That is the weirdest run-on sentence in the history of run-on sentences, and I have a feeling things are just gonna get weirder. Take your cat burglar baby mama's advice, and just roll with it."

"That's right, you're pregnant too now." Peter nodded, deliberately choosing to focus on the single least impossible thing about what was just said. "So why tie up so many realities in neat little bows? I thought this cosmic web thing was bad news."

"Anything can be used for good or for ill, depending on the intent of the one using it." Galacta grinned proudly. "I told all versions of myself across all realities what my plan was, and they all decided to help out with this last bit. By taking the scraps of the Web and weaving them around our universes, we protect them from any foreign invaders of a cosmic scale." To demonstrate, several glowing dots tried to impact the protected realities in the hologram, only to be harmlessly bounced away. "Granted, anything below a certain level of power can easily slip through, as can anything we didn't specifically design the shields to repel, but since it's a structure from the center of the multiverse that's been constantly added to for longer than even the Elders of The Universe have been alive - about five billion years or so - nothing it's designed to keep out can get through."

"While we're on the subject, exactly what can it keep out?" Natasha was immediately at attention, her sense of global security on red alert at the news of cosmic threats. "Also, is it just keeping things out, or is it also keeping something in? And what other effects might this barrier have on **our** reality?"

"You don't leave any stone unturned, do you?" Sage glanced at the spy with a half-curious, half-impressed grin on her face. "But she does have a point; what sort of fallout should we expect from this?" Not 'might', 'should'. Sage refused to believe that there wasn't some kind of catch to all this.

"Well..." Galacta hesitantly glanced off to the side before quickly brightening up again. "Let's focus on the positives first, shall we? Our reality won't collide with any others, thus wiping out both universes. Devils and the like can't tempt wavering mortals anymore, they can only be summoned deliberately by incredibly complex rituals that very few people could manage. The Celestials - a race of godlike aliens with a passion for experimenting on lower lifeforms, who make Gods like Thor and Hercules look like regular mortals by comparison - have all been ripped asunder like grated cheese, along with all variations of the Collector and the Grand Master. No variation of a Zombie Virus can exist in the barriers. Non-consensual hive minds and psychic/pheromone-based brainwashing within the barriers will fall apart instantly so long as some remnant of the original minds remains, though brainwashing via long term conditioning or replacing the brain entirely will still be a problem. Oh, and if you ever read any H.P. Lovecraft, don't worry, nothing like that can happen anymore. Anything more threatening than anything I already mentioned isn't gonna be able to get through the barrier either, so with all the heroes this Earth already has, we're more or less secure. If something strong enough to break through all these precautions with pure force arrives then we're all pretty much screwed anyway. Is that a thorough enough explanation for you?" Based on the stunned silence rippling through the room, she seemed to have gotten her point across.

"...Zombies are real?" Evangeline looked around worriedly, shattering the silence as her teeth began chattering.

"Really? That's what you're focusing on?" Kiden chuckled. "Not the fact that she's implying that there's a multitude of multiverses? That for all the many variations of ourselves that exist, there are countless other universes where no versions of ourselves exist? That in all the infinite cosmos we are nothing more than specs of dust, upon specs of dust, upon specs of dust, upon slightly larger specs of dust? That nothing we ever say or do has any cosmological importance? Granted, that's a pretty healthy stance to take; you'll save yourself a lot of headaches that way. Basically, don't think about it."

"...Are you on drugs?" Peter asked worriedly as he held a hand over Laura's belly protectively, as if it could somehow protect the three unborn children from a contact high.

"Not at the moment." Laura assured her mate, blushing as she felt her babies kicking as if in response to the touch of their father. "She only gets existential when she's totally sober."

"Do I even wanna know what you two get up to when I'm not around?" Peter asked hesitantly.

"Don't worry, our babies are my top priority." Laura assured her mate as she fed him pancakes a scene from a high school romance manga. "I would never put our litter in any danger."

"Look alive people, we've got incoming." Sage advised as she appeared from another doorway. "I was off checking the security cameras to get a copy of last night's escapades, when I noticed that we have another uninvited guest in our midst. Isn't that right?" She remarked strictly as an amazonian redhead in a gold tiara, belt, and bracelets, tight red crop top with just a right sleeve, tight red pants with a chain belt, and most notably had a handprint shaped red mark across the left side of her face, entered the room. It took a second for everyone to process the strange new woman's appearance, but once they did, everyone recoiled and braced themselves in shock. "I take it you all remember our little friend from last night then?"

"How could I not?" Peter scowled angrily as Gali snapped her fingers, instantly dressing everyone in their hero uniforms. "Kinda hard to forget **anything** that happened last night." He barely noticed the talons slowly and menacingly extending from his wrists. "So what happened? Last I saw you were sporting a green coat of paint and kidnapping innocent teens to turn them into Osborn's guinea pigs. Oh, and being erased from existence because I destroyed your timeline. What ever happened to that?"

"You are angry, as you have every right to be." The amazon nodded remorsefully as she looked around the room, everyone either preparing to fight or flee - except for Kiden and Gali, who were bickering over the maid uniform the time stopper was being forced to wear. "I trespass in a past unprepared for and unaware of my presence, and aid a known lunatic in his depraved mad science."

"The lunatic angle is actually pretty recent." Spider-Man corrected her as he got ready to let out what little misplaced aggression was still coursing through him. "He used to fake it pretty well, but apparently whatever HYDRA did to him made the fake crazy into real crazy, which gives you even less ground to stand on. Add in the fact that you just ruined a surprisingly pleasant morning, and... Well, just give me an excuse. Please."

"Please don't be too mad at Thundra." A wispy female voice pleaded as a cloud of white smoke carried in a long bundle of black fabric, which slowly shaped itself into a teenage girl with short red hair. "She only did what she did to protect her people, and now she has nothing to go back to."

"Wait a minute, I remember you from yesterday." American Dream remarked as several other girls walked in, some looking more or less pleased with their former kidnapper than others. "All of you, you all helped us take down Osborn."

"Well, most of us did." The Asian girl in the hazmat suit crossed her arms bitterly as she glared at Thundra.

"Don't be so sore, Jennifer." The dark-haired girl with a pixie cut in the black and white jumpsuit pat her on the back. "She didn't want to hurt us in any way."

"Well she sure as hell has a weird way of showing it!" She snapped as her gloves and mask started glowing in anger. "And the name is Hazmat! So long as I can't get near anyone without this stupid suit without giving them radiation poisoning, I'm nothing but a Hazmat! And it's all her fault!" She literally pointed hotly at Thundra, the heat her radiation generated ominously warming up the air around her through her suit.

"Calm down Hazmat, we went over this before we came here this morning." Komodo massaged Hazmat's shoulders reassuringly. "You guys have X-Genes. Osborn didn't give you powers, he just expedited their development. If anything, this whole experience has saved your family a lot of potential harm."

"I'm still a freak though." Hazmat sulked bitterly.

"I like my powers." A girl in a primarily white jumpsuit and helmet with red and blue details remarked as she lazily drifted by on a cloud. "I'm flying high on Cloud 9, and life is going great. Hey, Cloud 9! That's a pretty sweet nickname! What do you guys think?" She asked excitedly.

"I'm thinking 'why are you even here'!" Hazmat scowled irately. "You said yourself that you have no problems controlling your powers, and that you're not interested in heroics. Granted, I'm not interested either, but you have even less reason to be here than I do."

"Huh, you're right." Cloud 9 muttered curiously, apparently not having realized any of that until Hazmat mentioned it. "This Super Zero is out. Peace!" Kissing her fingers and flashing a peace sign, Cloud 9 rushed out the window on her cloud. "FREEDOOOOOOOM~!" She cheered as she zoomed off into the horizon, never looking back.

"...Should we be worried about her?" Spider-Girl asked hesitantly. "I mean, was she, or any of you guys for that matter, here long enough to see..." She trailed off as she gestured to her face.

"Don't worry, none of us saw anything." The girl in black and white grinned as she twirled a metal baton. "Well, none of them saw anything, but I can read your bodies like an open book, so I know what you were all up to last night." She teased them playfully, leaving many people red faced. "Gotta admit, I'm pretty surprised that someone as lithe as you could make so many women so happy in one sitting. And don't try to deny it, your muscle tensions and erogenous zones show that you've all had sex recently. Don't ask me how I know that. I'm not sure myself, and it kinda freaks me out to be honest, but that's why we're here; to figure things out."

"What Jeanne means is that we wanna be heroes." Komodo explained as her tail shuffled across the floor awkwardly. "...Well, some of us do at least." She amended when Hazmat loudly cleared her throat. "Some of us just want to get our powers under control."

"Wow, this is abrupt." Spider-Man raised a brow in confusion. "Any particular reason why? Not just why you wanna be heroes, but why you came to us for help? And why is she here, and not green, or arrested for kidnapping?" He pointed at Thundra, too confused to be angry right now.

"I am here because this compelled me to come." Thundra began as she placed a dull orange rock on the table, causing the heroes to stare in shock. "As for my skin and freedom, those can both be traced back to the Infinity Gems as well." Now everyone was back on guard. Gone were suspicions and accusation, and in their place was a tense sense of abject terror and caution.

"Well, exposition seem to be the main topics of the day. Stop." Kiden remarked sarcastically as she disappeared, only to reappear a split second later with several additional chairs for the increasingly crowded table. "That being the case, you can count me out! I already had enough existential bullshit to deal with before I met any of you. If any of you need me for anything sexual, I'll be sleeping off a hangover on the couch. Otherwise, just let me nap until noon." She massaged her temples as she stuffed a whole chocolate chip pancake dripping with butter and syrup in her mouth and walked out.

"...Why are the two of you friends?" Nico asked X-23 tiredly as she folded her arms over her gothic lolita garbed bosom.

"Proximity." Was all she could say in defense of their friendship.

"If you don't mind, let's get back to the matter at hand." Spider-Man remarked as he gingerly handled the orange rock Thundra placed on the table. "First of all, I'm sure we're all wondering why you're going by Thundra now, when you were going by Lyra yesterday." The tension immediately deflated, causing everyone to stare at him tiredly. "What? We're all thinking it. Besides, with how much Hulking Out can mess with someone's personality, there's a chance last night wasn't entirely her."

"You are very wise, Man of Spiders." Thundra nodded somberly as she and the others took seats at the table. "It is indeed as you suspected, though my condition cannot take all the blame. Perhaps it would be best for me to start at the beginning."

"That's usually the best place to start a debriefing." Black Widow seconded with authority.

"My story begins in the 28th century, in a society where females are the dominate race, and men are little more than savage animals and breeding stock." Thundra began.

"You lost me." Silver Sable threw her hands up in surrender, voicing a sentiment almost every else shared in.

"I was the leader of my tribe, an honor only given to the strongest, wisest, and most willing to go to any lengths for her people." Thundra continued unhindered. "One day I was approached by shrouded traveler, who spoke of the end of all our time and history."

"We got those here in New York too." Spider-Man joked. "Did they wear a tin foil hat and a sign that said 'The End is Nigh' while shouting at the top of their lungs about the Illuminati, 9/11, and inside jobs?"

"Mock me if you will, but this traveler had true power." Thundra remarked tiredly. "She shared visions of the past, of our history going off course at a vital junction. Our timeline, our history, everything we ever knew, was all being undone by the unraveling of our past. If nothing was done, our entire civilization, everything we had ever known, would be wiped out as if we never existed."

"And the traveler gave you the Time Gem, along with instructions on how to prevent that." Black Cat remarked casually. "I'm not a mind reader, it's just really obvious from context." She added before anyone could ask.

"You are half correct." Thundra replied. "Much of our history has been lost over centuries of conflict, but the origin of our society was never forgotten."

"It all started with a maniac named Norman Osborn." Ghost Rider scowled, her flames rising in anger as Thundra merely lowered her head in shame.

"That does seem to make sense." Sage nodded as she skimmed her finger across a tablet. "I've been powering through some of the data I looted from Osborn - by the way, what kind of backwards paranoid nut has a triple redundant security system on a flash drive they keep on their person when going out to commit acts of evil? I mean it just makes no sense on so many levels." She shrugged nonchalantly, as Spider-Man nervously made a mental note to add another layer or two of security to the Omega Drive woven into his suit. "Anyway, the guy seemed to be crazy obsessed with the X-Gene and other mutations, like he felt it was some major cornerstone for world domination. His notes compare mutations to tinfoil hats, but his descent into madness caused his notes to turn into scribbles and gobbledygook partway through. A quandary for another day I suppose." She shrugged. "One of his experiments inevitably gone wrong is probably the reason females rule the world in your time." She deduced calmly.

"I did what I felt was necessary to preserve our world." Thundra said with a bitter steel in her voice. "Though our society may be barbaric by your standards, and my actions to preserve it even worse, my people have known nothing else. I would do anything to protect my world, even sell my soul to the devil." Much to everyone's surprise, tears started to well up in the corner of her eyes. "And now, because you have prevented the course of events that would lead to the creation of my timeline, they know nothing at all."

"...I'm sorry." Spider-Man remarked, actually pitying the women who he'd accidentally robbed of everything. "Not for stopping Osborn or saving innocent people; I'll never be sorry for that. But I am sorry that your entire timeline was wiped out because of... wait a second. If your timeline is gone, then why are you still here?" He asked in confusion. "I may only be an amateur when it comes to time travel, but if Back to the Future has taught me anything, it's that when you mess with the past, it completely alters the future. Up to and including people being completely wiped out from existence."

"I am uncertain." Thundra admitted. "I have tried to alter the past for my own reasons, hurt many people in the process, and failed in the end. By all rights and justice I should no longer exist. My best guess is that my exposure to the Time Gem kept me stable, while everything and everyone else of my time was lost." The melancholy in her voice was extremely palpable, so much so that even her former victims felt some degree of pity for her.

"So this is another one of those Infinity Gems?" Rachel noted curiously as Spider-Man continued to turn the stone over and over in his hands. "Looks a lot duller than the ones we've already found."

"That which will be, was no more, is now much less." Blindfold spoke up, giving another cryptic prophesy. "Sorry, will be quiet now." She shuffled her feet awkwardly as American Dream pat her gently on the back.

"Was that English?" Hazmat asked in confusion as she turned to her fellow former kidnapping victims. "Veil, Finesse; do either of you have any idea what that means?"

"No, but I managed to follow most of what they were saying so far." Veil shuffled her bandage bound feet quietly. "You know, from context."

"Sounds like she's saying the rock that brought Thundra here isn't working well now that her timeline is gone." Finesse deduced, getting odd stares from everyone. "...What? I'm good at getting a read on people." She shrugged.

"And apparently I'm good at getting a read on Infinity Gems." Spider-Man whispered in awe, completely ignoring everything and everyone around him for a moment as he 'listened' to the dull rock in his hands. "The Time Gem, it's speaking to me, telling me something about where it's hidden itself."

"The Time Gem... is hiding?" Firestar remarked skeptically. "You mean the thing you're holding in your hand right now?"

"No... Yes... Both?" Spider-Man answered uncertainly as his lenses shifted rapidly. "This isn't the Time Gem; not entirely anyway, just a piece of it, with only part of its true power."

"How is that possible?" Evangeline wondered curiously, ignoring the fact that her lover could apparently talk to the all-powerful rock as unimportant. "Infinite is Infinite; even divided its power should still be limitless."

"There's also the small matter of Infinity Gems only working when they have a host or other conduit to bond to." She-Hulk added, tapping on her own Power Gem for emphasis.

"Actually, the Time Gem is a bit different from the other Infinity Gems." Galacta confessed nervously, drawing several expectant stares from everyone present. "Because it has power over all of Time, the law of superposition affects it differently. From the beginning of Time, the Time Gem has known and been bonded to all of its possible hosts, and because of this it's always had the ability to access its own powers."

"That makes sense." Spider-Man nodded absentmindedly as a faint glow flickered inside the rock. "The Time Gem knows all possible outcomes, so it decided to set things up so that it would eventually get the best host possible. The only way it could do that was to split its powers into various timelines where all possible hosts reside, then start up a twisted contest to choose which host, and which timeline, would win the right to exist."

"Did the Gem tell you this, or was it just a guess?" Thundra asked tensely as she cracked her knuckles, the look on her face promising pain to the Time Gem depending on the answer, and despite the fact that it was an indestructible rock that represented the physical embodiment of all of Time itself.

"A little of each actually." Spider-Man shrugged uncertainly. "I mean, I know it split itself into multiple timelines, but these other feelings and impulses I'm getting from it are a little sketchy, like trying to pay attention to half a dozen different TVs at max volume; each one playing a movie from a different genre at the same time. It's actually kinda giving me a headache to be honest." He explained as he put the stone down and rubbed his temples. "I do know this though; the Time Gem isn't evil, it's just using everything at its disposal to make the best outcome. Not even the Time Gem can allow multiple timelines to exist in the same universe."

"...I suppose I can accept that." Thundra hung her head in resignation. "The Time Gem tested my worthiness to wield it and save my timeline, and I failed. Even that is more generosity than could be expected under any other circumstances."

"Speak for yourself." Hazmat scowled at the rock, openly blaming it for her condition. "Anyway, you said that each piece of this useless hunk of rock had different time powers, right?" Spider-Man nodded in response. "So I'm guessing this piece does time travel, seeing as how future freak is here." She glanced bitterly at Thundra.

"Nnnope." Spider-Man twittered in a chipper tone, making a popping noise on the 'P'. "Each piece draws itself to each other, and that bridges the gap between possible timelines. Outside of that, if a timeline becomes impossible, then each piece just becomes a part to reunite with the whole. One piece; One power. And this piece is made to Fast-Forward time."

"It's not dangerous to be around, right?" Finesse asked nervously as she and Veil hid behind Thundra. "We aren't gonna, y'know, age to dust?"

"No." Galacta denied as she placed the piece of the Time Gem into the box she gave her lover for the Infinity Gems, just in case. "Though it did cause some minor passive effects as a sort of apology for messing with you all. Tell me, don't you find it weird how well you all seem to be getting along, despite your bad introductions?"

"...I did go through the five stages of grief faster than usual." Veil commented nonchalantly, drawing several brief but concerned glances. "...I have low self-esteem."

"I guess the fact that I don't wanna kill you for kidnapping and experimenting on me is a bit weird." Hazmat glared at Thundra, who barely even reacted to the insult, seeming more resigned and used to it than anything else.

"And your clones made peace with their status as mere replicas of the original Spider-Man rather quickly once Osborn's technology no longer had a hold on their minds." Thundra informed Spider-Man. "Although they did appear despondent when they mentioned something about their aunt being in for a surprise." She tagged on uncertainly, causing Peter's blood to rush from his head as he realized the unsettling implications of that seemingly benign comment, especially for his female clone.

 _'I would not wanna be in her shoes.'_ Peter winced sympathetically. _'Although I guess I kinda am, in a way.'_

"So we basically skipped over all the angsting and anger that usually comes with an origin story?" Finesse grinned as she balanced one of her batons on her right index finger, while twirling the other in her left hand. "That's actually pretty cool." She flipped her batons so that both were in her left hand and pointed at Spider-Man. "So does this mean we get to skip all the awkward sidestepping of our feelings and societal norms, and get right to the part where we're all okay with sharing our new boyfriend Spider-Man with a couple dozen other girls?"

"Is that really the analysis you're making of this situation?" Evangeline raised her horned brow cynically, while making no effort effort to dissuade the idea like so many others present were trying to figure out how to do.

"I have photographic reflexes." Finesse rolled her eyes as raised a hand in a halting motion. "What that means is that I can instantly analyze bodily motions, repeat them flawlessly, and predict likely outcomes based on known patterns. Basically, I can read each and every one of you like a book; and this book is telling me we're all probably gonna fall for Spider-Man sooner or later, so I'm going to choose sooner."

"...Do the rest of you feel the same way?" Spider-Girl asked them expectantly, experience making her ready for whatever answer she got.

"Absolutely NOT!" Hazmat vehemently denied, the very idea causing her face to glow so much from anger that the visor of her helmet was completely obscured by the glare. "I'll have you know I have a boyfriend! ...who hates mutants... and nuclear power... and was getting kinda impatient for some action and spontaneously developed cancer right before I was kidnapped... oh god!" She winced as she realized her boyfriend probably wouldn't be sticking around once he saw her present condition.

"...Well..." Veil stared at the floor and shuffled her feet quietly. "I've always been a big fan of yours Spider-Man, especially since that time you stopped the bank robbery where my dad and uncle work."

Spider-Man winced as he tried to find a delicate way to phrase his response, not wanting to offend one of his fans. "...Could you... maybe be a bit more specific? I've stopped like five different bank robberies since I first got my powers a few years ago." He paused as his words sank in. "Huh, five bank robberies stopped by one hero in one city in just a few years? Someone really needs to do something about that, and by 'someone' I mean someone other than me, because I'm starting to realize that even I can't handle everything by myself."

"Wooo-oow~!" Veil whispered airily in awe at Spider-Man's offhand remark of how many crimes he's stopped, almost forgetting to respond. "Oh! Umm... it was that one with Shocker and his friends in those power suits."

"Oh yeah, I remember that one." He frowned as he remembered the good camera he lost that day, and then looked back at Veil, who was still staring amorously at him. "...You do know we never met in person before last night, right?"

"I don't mind." Veil couldn't stop smiling.

"I didn't mind, sorry." Blindfold smiled as her cheeks got redder.

"And you didn't mind either." Sage winked at him teasingly.

"That's different, I mind-melded with both of you." Spidey denied the accusation. "Speaking of which, I am so sorry about what a massive sociopath your brother is, Blindfold. You're a sweet and attentive girl who tried her best to keep her family together, and you did not deserve... what he did to you." He cut himself off as he massaged her shoulders, not wanting to make her uncomfortable.

"Love you long time." Blindfold sighed as she grabbed his hand and smelled it, taking in his scent longingly.

"And Sage," Spider-Man turned to the pale woman. "You were a woman in a third-world country; now you're a super hero - one that can make other super heroes more super - serving what is possibly the most important role on one of the greatest super hero teams in the world no less. I literally cannot think of a better metaphor for how awesome you are, and this is coming from me! I'm never at a loss for what to say!"

"And I'm at a loss as to how you can continue to surprise and delight me when I literally know almost everything about you." Sage grinned as she fiddled with her coffee mug.

Red Sonja gave a low whistle. "Damn, you work fast don't you Tiger?" She grinned as she leaned over to gently pat X-23 on her large belly. "Are you sure the Time Gem piece is only fast-forwarding our emotional states, because you're liable to get us all out of our clothes faster than ever before, and our feral friend here is looking about ready to burst in more ways than one."

"That's what it told me, or tried to anyway." Spider-Man shrugged nonchalantly before standing bolt upright. "Wait a second, that's it! Galacta!" He pointed at his first sex partner, nearly causing her to jump from her seat in shock. "Quick, besides my ability to feed you indefinitely, and your attraction to me, and the Inheritors, and that stuff about destroying fate, why exactly did you approach me? I know you still have reasons you aren't telling me."

"I did it to destroy the Sublime!" Galacta answered in a rush, not really sure why she was responding so quickly and openly to such a personal question, a very horrifying thought to a near omniscient being. "They're an insidious race that represent the living embodiment of the primordial ooze from which all life in the universe originated, and they're bent on having total control over all their creations! They stimulate evolution in other species to make more and more complex lifeforms to possess and drain to maintain their unchanging immortality!" She had no idea why she was divulging so much information so quickly, but she just felt such a powerful conflicting yet addicting feeling of fear and catharsis that she couldn't stop now if she wanted to. "Countless attempts have been made the stop them, but only the X-Gene or a benevolent splinter faction of their race called Klyntar that embraced their mortality and evolution as a species instead of fighting them are able to keep Sublimes from possessing a host! I originally called a Klyntar to Earth to protect and guide you, but you tossed it aside and it went crazy trying to reunite with you! That's why I had to directly meddle in your life like I have! That's why I pushed so hard to force you into a position where you had to kill Osborn!" She was now half-panting, half-sobbing from her rapid explanation. "I just did it to end the selfish machinations of a higher powers from controlling mortals, but I ended up becoming just as bad as they were! I ruined so many lives trying to make you what I needed you to be! I realize that now, but please don't hate me, Peter! I love you too much to bare the idea..." She trailed off in her last sentence, barely a squeaking whisper in comparison to her previous panicked rush of exposition.

For several seconds everyone was too stunned to speak, the bombshell barrage of revelations too much for everyone to process all at once. "...What just happened?" Thundra asked hesitantly.

"Thundra; how did you get the Power Gem, why were green before and normal now, and why did you call yourself Lyra before?" Spider-Man questioned rapidly.

"Osborn had the Power Gem in an emergency lab when I got here, gamma radiation was used to bond it with me by force because it wouldn't bond otherwise, and I called myself Lyra because my natural power and my gamma power were diametrically opposed, causing an imbalance in my mind and body." Thundra rapidly explained. "The Power Gem would only bond properly with a host that got stronger with anger, but I get stronger as I get calmer. The gamma rays were used as a catalyst to bond the gem and I together, so when I was separated from it the mutation wore off."

"...What just happened?" Komodo asked worriedly.

"Something that's gonna be a lifesaver for the near future." Spider-Man grinned like a happy idiot underneath his mask. "Fast-Forwarding emotional responses also Fast-Forwarded how willing you are to disclose information." He let out a slightly hysterical chuckle. "I cannot tell you how much time and suffering this could have saved me before I started dating Galacta! Speaking of which..." He grinned as he jumped to the ceiling and pulled Galacta into his famous upside-down kiss. "I love you baby, that's never gonna change! You may have shaken up my life, but you had good intentions, and almost everything has been coming up roses for both of us since then. So don't let me hear anything about you worrying I might leave you ever again. I'd sooner die than leave you, and something tells me neither Heaven, Hell, nor any other afterlife are off-limits to you at any time, which means it's a moot point anyway." His lenses widened as he had another epiphany, while Galacta was wiggling in her seat in joy.

"The X-Gene! That's why Osborn was so gung-ho about mutations! He must have known about those Sublime things somehow, and wanted an X-Gene of his own to keep his mind off-limits! Gotta hand it to ya Normy, you may have been an asshole, but you recognized a conspiracy when you saw it." He facepalmed as the revelations kept coming. "No wonder there's so much anti-mutant sentiment going around when there are so many other super humans out there for racists to target. That Sublime gunk must have been possessing puppet masters for centuries since it found out it couldn't control Mutants." His lenses went wide in shock at a final revelation. "Holy crap! I was a total jerk to the Symbiote! All it wanted was to keep me safe, keep the universe safe, and I just pushed it away instead of trying to talk things out! No wonder it went all Venom on me, it really did love me, even after how much I hurt it! It just didn't know how to express it in any way other than trying to kill everyone it saw as a threat to me."

"Symbiote? You mean that alien ooze Dr. Connors studied?" Melati questioned excitedly as she frantically searched for a pen and paper. "You have to tell me everything you can about your exposure to it! What was it like? What effects did it have on your already altered biology? Did you experience any side-effects?"

"Slow down a second! One question at a time, please!" Spider-Man backed up. "I know our minds are moving faster right now, but I need a moment to process all these sudden epiphanies and questions. If you could just give me literally one second-"

* * *

 **Literally Half a Second Later**

 ***BA-BOOOOOOMMMMMMMM~!***

"What the hell was that?!" Black Widow reacted immediately to the faint tremors as she rushed over to the balcony, swiftly followed by everyone else - except Kiden, who was still snoring on the couch.

"Judging by the seismic readings I'm getting all over the city, and the gamma radiation levels at the epicenter of the quake, I'm gonna go out on a limb and guess that it's an angry Hulk." Galacta remarked worriedly as she examined her monitors. "And not just regular Hulk levels of angry either, I mean really, **really** angry. Like, angrier than Hulk has ever been before - and believe me, I've been keeping track of him since the weapons test that made the Hulk in the first place."

"Exactly how dangerous is this gonna be?" Komodo asked as her tail rapidly swished nervously across the floor.

 ***Spider-Sense!*-Incoming!**

"Uhh, She-Hulk, would you mind standing about two feet to my right?" Spider-Girl requested.

"On it." She-Hulk nodded as she took the position and braced herself, skidding back just a few inches when she caught an oversized and heavily damaged Iron Man armor.

"I'd say about that dangerous." Spider-Man pointed nervously at the barely functioning pile of scrap.

"Hey Tony, is that a new Hulkbuster Armor you've got there?" She-Hulk smirked teasingly at the second-in-command of the Avengers. "You should know better by now that my cousin can trash these things like tin cans."

"Older model actually." Iron Man gasped in pain as the over-sized visor creaked open, allowing his basic armored form to get out. "And I thought that by hiding in the smaller, less obvious target I could control my more recent Hulkbusters from a safe distance to make big green take a chill pill, but he found me out in seconds." Suddenly realizing who he was talking to, Tony finally had the decency to look guilty. "Not that I would do any permanent harm to my big green buddy, I just wanted to stop him long enough to... Uhh, Jenn... is this a bad time?" He chuckled when he noticed she had company... and was now just as big as her more famous cousin.

"No, some friends of mine and I were just giving some pointers to some new heroes." She gestured to most of the group. "Speaking of which, did the Avengers get my memo about how it was Norman Osborn and some brainwashed clones kidnapping those kids, and not me and the Spiders?"

"Yeah, but what does any of that have to do with-?" Tony stopped himself when his scanners noted the formerly kidnapped kids and the Spiders. "Okay, I'm assuming there's a story here, but we can save that for later. Right now we need all hands on deck to calm Hulk down."

"What did you do this time, Tony?" Black Widow sighed tiredly, already well acquainted with Tony Stark's screw-ups.

"That hurts Widow, it really does." Iron Man pouted childishly under his helmet. "Why do you automatically assume this is my fault? I mean, Bruce is one of my best friends in the world. I may keep a sub-armory full of Hulkbuster Armors on hand, but c'mon! The whole thing was his idea in the first place, and he helped design most of them!"

"Because infighting among the Avengers, and heroes in general, is almost always your fault in some way." American Dream drummed her fingers across her shield, nervously readying herself for the approaching tussle with the Hulk.

"It's true." Ghost Rider nodded in judgement. "You're lucky I can't make eye contact through your helmet."

"Is that Ghost Rider... with boobs?" Iron Man scratched his helmet in confusion when he noticed her distinctly feminine figure. "How the hell does that even work?" He whispered to himself in astonishment.

"You can satisfy your scientific and sexual curiosity later; and by later I mean never." She-Hulk turned the Avenger's helmet back to her. "Right now I need answers. I haven't seen my cousin in a year, now he's back and madder than ever, and somehow you're on the scene early enough to get knocked halfway across the city just seconds after the most advanced scanners available to **the daughter of Galactus** detected him in the city." She jerked her thumb at Galacta, who nervously shuffled her feet as Iron Man's helmet opened, revealing the scientist's stunned and speechless expression, which many present quickly snapped a photo of for posterity. "I want answers Tony, and I'm not helping you stop my cousin until I get them."

"I've got some questions that need answering too." Tony rapidly blinked his shock away. "Most of them involving some variation of inquiry on **when, where, how, why, and what the hell Galactus had a kid!?** " He pointed at Galacta, who just scoffed and walked away. "But that can wait for later. All I know right now is that Hulk was somehow in deep space, but he went on the warpath back to Earth. While en route to Earth, he already destroyed Attilan, killed Black Bolt and about 98% of all Inhumans - including the four alien Inhuman races - and their flying cities, and somehow he's simultaneously using all his Hulk strength, and all of his Banner brainpower to give all the Avengers, even the reserve members, the biggest collective pain in the ass ever. Speaking of which, why aren't you and Widow out there already?!" He demanded in a panic. "I sent you both an alert about four hours ago, and I know Widow checks her messages ritualistically."

"That's a lecture for another day." Black Widow cut the confrontation short as she pushed Iron Man and She-Hulk apart. "Everyone here who isn't pregnant and feels up for fighting a rampaging Hulk needs to get their butts in gear yesterday! There's a reason Hulk has more contingencies against him than any other superhuman on the planet."

"What-with-the-who-now?!" Tony tapped the side of his helmet to make sure his ears were clear. "Did Black Widow just mention something about someone pregnant? I thought she was-"

 ***BA-BOOOOM!***

"Widow's right." Spider-Man seconded as the ground shook again, ignoring Iron Man for the moment. "I can't believe I'm the one saying this, but now really isn't the time to talk." He remarked as he dove off the balcony and started web-swinging to ground zero of Hulk's biggest rampage ever. _"This is the stupidest thing I've ever done!"_ His panicked voice echoed around the New York skyline.

"You heard the man! We don't have any time to waste!" Rachel commanded as she, Komodo, and Red Sonja climbed onto Evangeline's back.

"You do know I never signed on to fight the Hulk?" Evangeline shook her head even as she spread her wings and flew off, Nico following behind using her Staff of One as a magic broom, and Ghost Rider and American Dream following via rooftops on a flaming motorcycle.

"All the Avengers in action against the Hulk?!" Finesse grinned as she piggybacked on Thundra, all the techniques she could copy at the battle exciting her to no end. "Onward, my faithful steed! Hyah!" She playfully pressed her heels into the amazon's sides.

"I may as well go too." Hazmat rolled her eyes as she forced Thundra to carry her bridal style. "I have a lot of misplaced aggression to vent, and if I can't do it to Hulk, I'll find another outlet." She glared pointedly at Thundra.

"I suppose I don't get a choice in this?" Thundra resigned herself to the obvious outcome as Veil floated by her side, grabbed her shoulder, and shook her head sheepishly. "Very well, hold on tight." She accepted as she jumped several blocks toward their goal in a single bound.

"And this is why you never send an Iron Man to do a She-Hulk's job." She-Hulk grinned as she grabbed Tony by the scruff of his armor and followed after, despite Tony's protests to being manhandled.

* * *

 **Ground Zero - World War Hulk**

 **"HULK SMASH EVERYTHING!"** The Hulk roared, the mere volume of his voice shattering any windows in a three block radius his actions hadn't already broken yet.

"For the last time Hulk, you need to calm down and stop this!" A badly battered Captain America urged his fellow Avenger, as he braced his kinetic energy absorbing shield to tank another punch from the rampaging green giant, though he was still sent flying several meters into a building.

 **"Hulk will never stop!"** Hulk growled as he stomped forward, the ground shaking with every step he made as he ignored the unconscious and semiconscious forms of his heroes all around. Dr. Strange, The Thing, The Human Torch, Red Hulk, Hawkeye, Mockingbird, Tigra, Ant-Man, Wasp, Power Man, Iron Fist, Falcon, Hercules, dozens of SHIELD agents, even Deadpool; all of them struggling to stand after the thrashing Hulk had dealt out. The only ones still ready to fight were Red She-Hulk, who got off easy for being Bruce Banner's ex; Ms. Marvel, who had commando training, incredible levels of super strength, flight, and energy absorption and projection to fall back on; Thor, who was pretty battered despite normally being Hulk's equal; and Wolverine, who had a healing factor, adamantium coated bones, and more experience fighting Hulk hand-to-hand than anyone else on the planet. While Hulk had lost most of the medieval styled armor he'd arrive in, he was still doing better than any of his still standing opponents. To anyone watching, seeing so many of the greatest heroes the world had to offer beaten by a single being in a matter of minutes would be horrifying. To Hulk, the sight barely did anything to quell his record breaking anger. **"Hulk will not stop until Hulk has his-MMPH!"** He was cut short as a layer of webbing suddenly latched to his mouth.

"Time out?" Spider-Man quipped fearfully, both as a mocking conclusion to Hulk's unfinished sentence, and as a desperate preemptive plea for mercy from the guy who had defeated several of the greatest heroes in the world single-handed. Seeing Hulk glare at him, even as the angry green giant was struggling to get a good grip on the webbing covering his mouth with his oversized fingers, was enough to send his Spider-Sense into overdrive and make the wall-crawler instantly regret his decision to get involved. "I don't suppose you'd be a nice angry Hulk and talk things out with me calmly and rationally over my aunt's tea and cookies if I told you I was a good friend of your cousin?" He chuckled nervously as Hulk's shadow loomed over him.

 ***Spider-Sense!*-He would not!**

"Didn't think so!" Spider-Man panicked as he jumped away from Hulk's descending fist, before using the flying pavement as a springboard to stick to the ninth story frame of a nearby building. "What if I told you I was sleeping with your cousin?" He ran his mouth before he could stop himself.

 ***Spider-Sense!*-WHY THE FUCK DID YOU SAY THAT?!**

"WHY THE FUDGE DID I SAY THAT?!" Spidey mentally kicked and verbally censored himself for his most boneheaded quip yet as the Hulk's sonic clap sent him and everyone else flying. "To be fair, it's a very committed relationship!" He continued talking against his better judgment as he tumbled through the air.

 ***Spider-Sense!*-Shut-up already!**

 _'Oh, come on! She-Hulk is such a sex addict that even a committed relationship with polygamous jailbait like me could only be an improvement for her! Yeah, I love her and everything, but everyone knows about how wild her sex life is.'_ Spidey thought as he kept his distance while the four other heroes still standing got back on the offensive, wisely deciding to heed his Spider-Sense and keep his mouth shut. An impossible feat only accomplished by biting his lower lip so hard it was literally starting to bleed. Spotting something out of the corner of his eye, he cracked a smile under his mask. "Hey, Not-so-jolly-green-giant! Do you know what's scarier than a Hulk?" Hulk was momentarily caught off guard, not expecting anyone to be stupid or suicidal enough to make light of the walking force of nature that was himself.

Which is exactly why he didn't notice Evangeline divebombing him until she had already punched his head into the pavement.

"A Hulk that can fly!" Spider-Man finished his quip as Thor seized his unlikely opportunity and pounced on Hulk himself, slamming Mjolnir down on the torso of his former comrade as hard as he could and leaving it there, the enchantments on it preventing even Hulk from moving it. "Granted, I know you can already jump for miles, but there's just something special about flying, or so I'm told. I don't know, I prefer webs myself."

"Well done, Man of Spiders, and, uh, Woman of Dragons?" Thor awkwardly commended Spider-Man and Evangeline with powerful pats on the back; one which left Vange sore, and one which left Spider-Man on the pavement. "I must admit, I have heard tales of your valor before, Man of Spiders, but I was unaware that bedding She-Hulk was one of them."

"To be fair, Jennifer has been singing his praises as a hero for a while now." Ms. Marvel - a voluptuous, long haired blond in a black one piece swimsuit with a lightning emblem on it - admitted as she and Red She-Hulk helped their comrades to their feet.

"That would definitely explain the smell." Wolverine grimaced as he caught a whiff of Spider-Man, who suddenly wanted to be anywhere but here even more than when Hulk was still rampaging. "Or at least part of it anyway. How many women have you been sleeping with kid, and why do you smell so familiar?" He questioned, making the young hero twice as nervous under the questioning gaze of his potentially deadly semi-father-in-law. "Ah well, not like it's any of my business. Still, credit where credit is due; it smells like you really made them enjoy it something fierce." He extended his hand, causing Spider-Man to flinch away. At least until he realized that the tingling in his skull was coming from his fear of Wolverine finding out he knocked up his daughter, rather than his Spider-Sense. "Folks call me Wolverine. I'm the best there is at what I do; and what I do, isn't very nice."

"Uhh, yeah. Hehe..." Spidey chuckled nervously as he shook the hand that he was desperately trying not to imagine strangling him to death. "People call me the Spectacular Spider-Man! At least the ones who aren't calling me a menace; but if you wanna just go with first impressions and call me the Sextacular Spider-Man that's totally fine too." He mentally slapped himself over how stupid and forced that sounded. "I'm also known as the guy who can't stop putting his foot in his mouth when he's scared out of his mind." He tried his best not to shake his suit to pieces, in-spite his fear and how much Hulk's thrashing was still shaking the ground.

"Can somebody please stop Hulk before he levels the city from a fetal position?" Evangeline pleaded as she fell forward.

"Worry not my fellow warriors!" Thor declared as he pounced and slammed a hammer fist into Hulk's left arm, further shattering the pavement beneath as he continued to pound Hulk about his arms and legs. "Though it may seem cowardly, while he remains restrained by Mjolnir, Hulk is but an easy target for-OOF!" Thor winced as Hulk swatted him aside.

"Keep pouring the pressure on!" Ghost Rider commanded as her bike drove off the rooftop and slammed into Hulk's face rear wheel first, remaining rooted in place for several seconds as she let her tire skid hot rubber and hellfire across Hulk's face before rocketing forward, allowing American Dream to dismount several meters in the air and divebomb her shield into Mjolnir, the clashing of the unique metals in her shield and the hammer creating a shockwave focused on Hulk, making a huge crater beneath him.

"Really sorry about this big guy!" Shannon apologized as she jumped back. "Do you think we could just calm down for a second and talk this out?!" She pleaded to her fellow Avenger.

 **"No Talk!"** Hulk shouted as he grabbed onto the handle of Mjolnir and  pulled! **"Hulk Not Stop Until All Illuminati Are Dead!"**

"Illuminati?" Spider-Man whispered in recollection. Accessing his Omega Drive Database, he quickly pulled up all the info he had on the Illuminati, and was immediately shocked and unsettled by what he saw. "No way in hell..." He whispered as files on Iron Man, Captain America, Mr. Fantastic, Dr. Strange, Black Panther, Black Bolt, Professor Xavier, and Namor popped up. He was so gobsmacked that he ignored the increasingly large number of heroes wailing on the Hulk, including the rookie heroes that had approached him for training just this morning - except for Finesse and Nico, the former of whom just sat back and watched all the movements and techniques she could copy, while the latter wasn't much good in a straight up fight.

 _'Hold on, this isn't as bad as I thought.'_ Spider-Man realized as he studied the notes. Apparently, contrary to the popular image of the Illuminati being some secret organization that had existed since the days of the Knights Templar and secretly controlled the whole world, the real Illuminati - or at least this one - was actually a think tank of some of the most intelligent and influential individuals in the world discussing possible, completely legitimate, ways to improve the world. _'Wonder if I could join them...'_ He pondered, though put aside his intrigue for the moment. His company, though young, was already being compared to the likes of Stark Industries and the Future Foundation in terms of rapid growth, and may get him an invite in a few years regardless. _'Stop Hulk now, join the cool kids later.'_ He shook the stars from his eyes as She-Hulk tried to drop knee first onto her cousin, only to miss when Hulk actually  lifted Mjolnir, and threw it at Thor! Sending him crashing into an exposed I-beam.

"Odin's Beard..." Thor whispered as he fell down the wall he had crashed into, which was coincidentally right next to Spider-Man. "Hulk hath lifted Mjolnir by pure force... All is lost..." He muttered as he fell to his knees in despair.

"Oh c'mon, it's just a really heavy hammer." Spidey chided Thor and yanked him to his feet. "How bad could it-"

 ***Spider-Sense!*-You jinxed it!**

"Holy crap!" Spider-Man panicked as he quickly shot twin web threads at a large slab of concrete and pulled it up to shield everyone from the sonic boom created when Hulk and She-Hulk began grappling. "Thank Galacta everyone came running this way when Thor got hammered." Despite the situation, the ringing in his ears, and the fact that the mere sound wave created from the clash of the Hulks caused the concrete to crack, he still couldn't resist a good - or bad - joke when he saw one.

"Your thanks may be premature Man of Spiders," Thor sighed in frustration and hopelessness. "For although your large lover holds her cousin at bay for now, Hulk's strength is now far greater than anything I hath seen before."

"Eh, you worry too much Goldilocks." Wolverine growled, the ringing in his ears upsetting his ultra-keen hearing and balance as he tried to clear them out by shaking his head like a mad dog. "So Hulk threw your little toy at ya, it's not like you don't swing it around all the time yourself."

"Not without the worthiness to wield it!" Thor countered fretfully. "Mjolnir was crafted by the finest blacksmith in all the Nine Realms, and enchanted by Odin Allfather himself! In lifting Mjolnir by force he hath proven beyond the shadow of a doubt that his present power eclipses even the greatest of Gods!"

"If that's the case then how the hell is She-Hulk matching her cousin blow-for-blow?" Hawkeye rubbed his eyes to make sure he wasn't seeing things as the Gammazon managed to redirect or catch the fury of strikes from Hulk. "Mockingbird and I fought her just yesterday, and she wasn't this big, or this tough back then."

"I believe I can explain that." Dr. Strange winced as he held his arm and braced himself against a pile of rubble. "I don't know how, but She-Hulk seems to have obtained a powerful relic called-"

"An Infinity Gem?" Spider-Man casually cut the Sorcerer Supreme off. "Yeah, been there, done that, got the T-shirt, bruises, and love bites to show for it."

"What?!" Dr. Strange gasped in shock. "How do you know of The Infinity Gems?"

"Long story; don't wanna repeat it." Spider-Man quipped as he turned to his massively buxom magical goth girlfriend/cousin. "Nico, think you can handle this one?"

"On it." She remarked as she held her staff aloft.

"The Staff of One?!" Dr. Strange blinked in shock. "Will wonders never cease?"

"Probably. **Calm Down!"** Nico commanded the Hulk, a burst of magical energy firing from the Staff of One and colliding with the Hulk, rapidly draining all the rage from his body against his will, reverting him to to his human persona of Dr. Bruce Banner as his cousin held the shrinking giant steady. "There, much better." Nico dusted her hands as everyone present stared at her in shock, amazement, and more than a little lust if the attention her bust was getting was any indication. "You can handle it from here, can't ya?" She smiled as she gave Spidey a peck on the cheek.

"Yeah, I think we can manage." Spidey nodded as he and everyone else approached Banner, who looked to be desperately trying to muster up some anger. "So... your cousin tells me you have anger issues? Wanna talk about it buddy?"

"Don't want to talk..." Dr. Banner muttered weakly as he clenched repeatedly, unable to actually feel the anger he was trying to emulate. "Wants to... smash Illuminati."

"Yeah, so you mentioned." Iron Man winced as he rotated the his shoulders, wincing as the warped metal of his armor ground against itself in a manner way beyond safe operating limits. "But you do know the Illuminati is just a myth, right?"

"Myth? But aren't you, Captain America, and Dr. Strange all members?" Spider-Man questioned innocently, getting incredulous stares from everyone present, especially the three Illuminati members themselves. "What? What did I say?"

"...Uhh, listen; Spider-Kid, was it?" Iron Man approached him cautiously. "Listen, from one armor wearing super hero to another, I'd just like to thank you for helping us deal with this whole debacle. However, those are some pretty bold and baseless claims you're throwing around, and you may want to rethink your claims before you damage the rather sizable street cred you and your lady friends have earned today."

 ***Spider-Sense!*-He's trying to hack your suit!**

"Okay, first of all, it's Spider-MAN." The young hero pushed Iron Man away casually. "Second, these claims aren't baseless; I actually have proof from an inside source. Third, I can respect not mixing your multiple business lives, but from the looks of things, I have a pretty strong hunch that you and your little light bulb gang didn't share information about your men's club with your Avengers buddies, who seem like the kind of people who should probably be informed about this." Iron Man began to sweat under his armor as everyone else began paying more attention to Spidey's words. "And fourth,"

 ***SMACK!***

"Never try to hack my suit!" Spider-Man shouted furiously at the semi-conscious form of Iron Man, who was now flat on his back on the pavement. "Besides, most of this is just insulation, armor, and trigger activated web shooters anyway. The few electronics in this suit have no control over my motor functions."

"So Tony," Red She-Hulk glared at the Armored Avenger. "Mind explaining why my ex hates you so much this time?"

Cornered by the angry stares of some of the greatest heroes in the world, and the guilty looks of Captain America and Dr. Strange, Iron Man felt compelled to cave in. "Alright, you've got me. You have to believe me though, we didn't mean any harm, and the Illuminati isn't what you think it is. It's just a super hero think tank."

"And yet you named yourselves after the biggest conspiracy theory in modern pop culture." Scott Lang, the new Ant-Man, remarked sarcastically.

"The name had recently become available." Captain America explained, playfully leaving everyone with many uncomfortable thoughts and questions. "Anyway, I can see where this is going. You have to understand that even though we're technically a group, we didn't always agree with each other. Some of us had ideas that others didn't agree with, and the Hulk was one of those divisive topics." As he said this, Steve put down his shield and approached Bruce, helping him out of the clunky armor, leaving him in his traditional purple pants. "One of our members - and I'm not saying who - wanted to launch you into space, onto an uninhabited planet where you couldn't damage Earth anymore. I'm guessing that's where you've been this past year, and why you killed Black Bolt."

"The rocket went off-course when I got angry." Bruce explained, apparently having given up on getting angry for the moment. "I landed on a planet called Sakaar, where powerful, brutal warlords ruled over all, forcing their subjects and dissenters to fight as slave gladiators. I spent months being forced to fight for the amusement of the ruling caste, before finally leading a revolution against the warlords." Everyone listening was shocked, horrified, and more than a little awestruck by the story Bruce was telling. "When it was over, for the first time in my life, I had everything I had ever dreamed of. Self-control, influence, respect, even love..." He paused as Red She-Hulk's tapping foot began shaking the ground. "Then something went wrong with the rocket I arrived in. A malfunction in the power source... it... everything was just gone..." Bruce collapsed to his hands and knees.

"Bruce..." Red She-Hulk remarked tenderly as she knelt down next to him, stroking his back as she held her beloved closely. "What happened? What was gone?" Even as she asked this, she had a sneaking dread that she already knew the answer.

"It exploded." Bruce cried into her shoulder. "Just as there was finally peace, the ship exploded, and took the whole planet with it!" The mutated scientist broke down, his emotions boiling over as everyone looked on in shock and horror, the idea of a whole planet just being gone like that because of something that wasn't remotely its fault frustrating everyone, but none more so than Red She-Hulk, who looked like she was two steps away from picking up where Hulk left off. "All that was left were me and a few of the sturdiest residents who were far enough from ground zero to survive... but Attilan... the Inhuman city..." Bruce choked out between sobs. "It was flying just outside of the blast radius... that's where we crashed after the explosion... I got mad... forced them to talk... it was all Black Bolt's idea... his wife-his wife said that he, Namor, and Black Panther worked together to build the ship... when it went off course he-he came to investigate and... the tracking beacon... there was so much damage that it just-it just-uhhh!" He couldn't hold himself together any longer, and just went back to crying, unable to channel his blocked anger into any other outlet.

"Those idiots!" Mr. Fantastic - who was fresh to the scene, along with his wife the Invisible Woman - hissed irately. "If I told them once, I told them a thousand times; Hulk just wants to be left alone! He won't hurt anyone who doesn't invite it upon themselves."

"A little late to the party to be offering commentary now, aren't you Reed?" His brother-in-law Johnny Storm questioned, getting a proportionately gentle, though still painful, smack to the shoulder from The Thing for his smart remark.

"Watch your mouth, Flame Brain." Ben Grimm scolded his teammate. "Still, even Johnny has a point at least once a month. Where've ya been Reed? We've been bashing skulls and fists with Big Greenie trying to stop his latest tantrum since he passed Jupiter."

"Monitoring something far more worrisome. Nice to see you again by the way, Bruce." Reed nodded to his colleague.

"Worse than a furious Hulk?" Tigra frowned skeptically as she got on all fours and stretched a few kinks out of her back like the werecat she was.

"Far worse." Susan Storm-Richards declared as she pointed upward, drawing everyone's attention to the giant spaceship spontaneously appearing out of nowhere.

"That wasn't there two seconds ago." Johnny uttered fearfully as a huge beam went down from the ship to the ground in front of the assembled heroes.

"And we won't be here two seconds from now!" Power Man panicked when the beam was gone, revealing the shinning gold armored form of-

"GALACTUS!" Spider-Man shouted in mortal terror at the sight of his kinda-father-in-law. "I AM SO DEAD!"

* * *

 **Back At The Loft**

"What do you mean you're dead?!" Johnny questioned nervously. "If Galactus is here then we're all-"

 **"Here to witness a momentous occasion."** The booming voice of Galactus reverberated through the entire luxury apartment, shaking The Fantastic Four, Spider-Man, his entire harem at the moment, and for whatever reason Deadpool, Hulk, Wolverine, and the Spider-Clones who were there as well.

"Whuzzat?! Who goes there?!" Kiden mumbled groggily as she shot up from the couch, startling everyone present. "Oh, hey there ervybody, I weren't sleeping on the jerb. Hey Galacta, like the new look; gold really makes ya look masculine." She droned half-asleep before collapsing back on the couch for three long seconds. "HOLY SHIT IT'S GALACTUS! WE'RE ALL GONNA DIE!" She shot up from the couch again as if she'd been drenched with a bucket of cold water. "TURN OFF THE PLANET, I WANNA GET OFF!" She panicked as she ran around like a chicken with its head cut off.

"And you're certain she's not on drugs right now?" Rachel whispered to Laura, the war veteran not taking her frightened eyes off of Galactus for even a moment.

"Father?" Laura whispered in a mixture of awe and dread when she spotted Wolverine.

"Father?!" Logan parroted in shock as he noticed the similarities between his outfit and scent, and those of the heavily pregnant teen standing before him. He was so focused on the girl that he failed notice Spider-Man making panicked hand gestures behind him.

"Father." Laura repeated as she extended a pair of metal talons from her right fist, clearing any possible doubt.

Now, Logan was by no means father of the year. Hell, he had a least half a dozen kids across the globe that he had no idea existed; partially due to experiments by the Weapon-X project making his memory spotty at best, and partially due to just not caring to keep track of all the many, many, many women he slept with over the centuries. However, if he even had a tiny suspicion that someone had hurt someone he cared about, even if he only just met them, there would be hell to pay.

And the scent of Spider-Man was all over his heavily pregnant daughter.

 ***Spider-Sense!*-You're gonna die.**

"WEB-HEAD!" Wolverine roared as he charged at the masked superhero behind him in a frenzy, rapidly tearing the loft apart as Spider-Man was barely able to stay ahead of his furious pseudo-father-in-law.

"As if one angry father-in-law wasn't enough to deal with today!" Spider-Man panicked as he inadvertently hid behind Galactus. "Uhh... not that I think you're an inherently violent person, Mr. Galactus, Sir! OH HELL, PLEASE DON'T KILL ME!" He bolted as She-Hulk just barely managed to restrain the snarling mad dog that was the world's most famous mutant.

 **"SILENCE!"** Galactus spoke with authority, freezing everyone in mortal terror as Hulk and Spider-Man were suddenly frozen in tractor beams emanating from the hands of the universally feared planet eater. **"Much better, now then; Galactus has much to say to you both. Spider-Man and Hulk."**

"Daddy~!" Galacta protested as she kicked her father in the shin, shocking everyone into silence, even those who already knew she was the daughter of the most feared being in the universe. "Will you cut it out with booming voice and the third-person speech already? You're terrifying my friends!"

"Very well." Galactus grudgingly acquiesced to his daughter's demands, shocking everyone even further to see that even the mightiest being in the cosmos was powerless against his daughter.

The very thought was both terrifying and oddly comforting to all.

"Dude, what the hell is going on here?" Johnny whispered to Spider-Man questioningly. "Also, why are there so many hot chicks here, and are any of them single?" That little stage whisper get him a proportionately gentle smack to the head from Thundra.

"We are not." The time traveling amazon scolded the flaming hero. "Our mate is Spider-Man."

"'Our mate'?!" Johnny parroted in awe. "As in all of you?!" He looked around in amazement, every woman in the room giving variously levels of awkward, uncomfortable, or boastful nods in response. The only exceptions were Hazmat, who was the only new addition who was against the idea. Komodo, who seemed to be saying something about putting her scientific interest in this situation ahead of any romance, though she was comfortable using her body for research purposes. Spider-Man's opposite sex clone (let's just call her Petra Parker for now), who violently gagged and shook her head at the very idea. And his sister Sue, who was already married to Reed. "...Woah... so you knocked-up Galactus' daughter too?" He asked excitedly, only to flinch away when Galactus glared at him for the comment. "Forget I said anything!" He held his hands up in surrender before patting Spider-Man on the shoulder. "Well, it may have been short, but it was nice knowing you dude. If you manage to survive this, give me a call sometime, because not only are you my nephew's favorite hero, but you're also officially my new best friend! Y'know, if you survive that is." With a wink as his only goodbye, Johnny backed-up slowly to flirt with Petra who looked torn between being uncomfortable and eerily interested.

"Nice knowing ya, Bug-Man." Hulk remarked solemnly, the green giant resigned to their apparent upcoming demise. "I don't know why I'm here, but your chances don't look too good. Thanks for calming me down back there though, for what good it does us."

"Now Galactus, I'm certain that we can talk this over rationally." Reed tried to talk to the planet eater.

"What is there to discuss?" Galactus remarked casually. "I owe these two a great debt for their services to the name Galactus, and I am here to repay them."

"...Okay, what the fuck?!" Spider-Man's other clone (let's call him Ben Reilly) shouted in shock. "I'm sorry, but... what is going on here?! I mean, yesterday I was at an apparently fake funeral for my archenemy, and now I'm a clone, there's another me that's an opposite sex clone, the original us is so far removed from us in attitude and his social status from when we last remember that I don't know whether a few months or a few years passed since the genetic material to make us was harvested, and now the most powerful being in the universe is thanking the original me for knocking up his daughter?! Explain people! Explain!?"

"Pardon me for saying so, but an explanation does seem to be in order." Susan inquired from Galactus.

"For billions of years, Galactus has existed and continued to eat for two purposes." The planet eater began, Galacta rolling her eyes at her father's quick return to his third-person speech pattern. "To protect this universe from external invasion, and to cause an eighth Big Bang upon the heat death of the seventh universe. Galactus was selected for this purpose at the end of the sixth universe, and was to select a successor from this universe to fulfill this same roll upon the creation of the eighth universe. However," He turned his attention back to Spider-Man and Hulk. "These two have rendered my previous missions meaningless."

"Sweet. Easter." The Thing stood slackjawed at the explanation Galactus had given, a sentiment shared by pretty much everyone, even the likes of the normally stoic Black Widow and Wolverine. "I know ya told Reed that ya'd give one day give back more than ya've ever taken when he and that Watcher yancee tried to talk ya outta eatin the Earth, but I always thought ya were just talking out yer-" Ben abruptly stopped as he suddenly remembered who he was talking to.

"Yes, The Watchers." Galactus remarked with a surprising amount of sarcasm for a cosmic horror - by his standards, he was still incredibly stoic compared to his daughter. "How ironic that a race whose actions were responsible for my greatest flaw would title themselves so, for it is due to them that Galactus ever hungered."

"So that's the sin Uatu said made his whole race enact their law of noninterference." Reed realized.

"Oh yeah." Galacta spoke up, reminding everyone she was there as well. "They saw daddy's cocoon just floating around in space a few billion years ago, and the curious little bastards decided to crack it open before he was fully developed. He's been chowing down on planets ever since."

"A mistake the one you call The Incredible Hulk recently rectified, with interest." Galactus continued, making everyone look at the Hulk in shock confusion. Even Hulk himself was utterly baffled, if the way he was pointing at himself questioningly was any indication. "The Inhumans were not the only ones present for the destruction of Sakaar. At the time, Galactus was approaching the planet as well. Its overabundance of extremely powerful life would have kept Galactus well fed for decades." The mention of the world he had lost, and the original intent of Galactus to devour it made Hulk very angry again. "However, in destroying the five Inhuman cities, you released something far more valuable to Galactus. The various mutagens created by the Kree to turn their engineered test subjects; or Inhumans, into various and powerful shock troopers for their millennia long war against the Skrulls, were unknowingly reverse engineered and altered from traces of residue from my original cocoon."

"So when the mutagens mixed together and got all over you, you reverted to your cocoon state to properly develop?" Sage tentatively deduced.

"Indeed." Galactus nodded. "But the alterations to the residue caused a far greater change in Galactus. Within less than a single Earth week after being returned to his cocoon, Galactus emerged. No longer am I Galactus, Devourer of Worlds. Now I am Galactus, Giver of Life. Worlds once destroyed, will now be restored by my hand."

"Sakaar!" Hulk immediately jumped at the opportunity, while everyone else was still reeling from the knowledge that the most feared and dangerous being in the universe had pulled a complete 180. "Can you restore Sakaar?! And everyone on it?!"

"What you request of Galactus is well within my new power." The Life Giver nodded. "If that is what you would request of me for the debt I owe to you, then I shall make Sakaar the first planet restored by Galactus. Be warned however, for despite my new purpose, my power is still limited. A planet able to support so many powerful lifeforms as Sakaar will take much of my energy, and it will be at least one-and-a-half Earth years before Galactus has regained the strength to restore more planets. Other races may view this show of favoritism with envy, and attack you for it."

"Let them come!" Hulk declared bravely. "The strongest of Sakaar are tough enough to give even me a hard time. We can handle anything any spiteful jerks can throw at us. Just so long as nobody bombs the entire planet to rubble again." He glared pointedly at Mr. Fantastic.

"I'll make sure the rest of the Illuminati get the message." Reed nodded.

"What about the Inhumans though?" Johnny reminded everyone. "Black Bolt may have been a jerk, but the rest of his people didn't deserve what happened to them."

"Hnnrg!" Hulk grumbled bitterly, though his eyes quickly softened as his cousin She-Hulk placed a firm hand on his shoulder and gave him a stern glare. "Fine!" He quickly, albeit reluctantly, relented as he turned back to Galactus. "If you're okay with it, then do you think you could bring all the Inhumans **except** Black Bolt back to life too? They can live under my rule on Sakaar."

"Except Black Bolt?" Spider-Man questioned. "I know he was a jerk to launch you into space, but don't you think that's a little-" He stopped cold when he noted Hulk's angry face. "Right, this is a Hulk problem. Forget I said anything." He immediately backpedaled.

"It shall be done." Galactus nodded as he let Hulk drop to the floor. "Unfortunately, I am unable to restore their mutagens to them without reverting to my former state, and that is a fate I refuse to return to. This will be the last generation of true Inhumans."

"Good." Wolverine nodded gruffly, getting a confused look from his old rival Hulk. "You do not wanna know what Inhuman mutagens do to X-Gene mutants. I have a healing factor, and I still spent a week in bed recovering after some mutant hating scientists exposed me to the stuff for a sick laugh."

"Speaking of which, remind me to tell you about the root of all mutant haters on the planet if I survive this." Spider-Man pipped up. "Trust me, once the world knows exactly where all the hate comes from, baseline humans are gonna be more paranoid about themselves than they are of mutants." That got Logan's attention, but before he could question it further Galactus took back all the focus.

"As for you, Spider-Man." Galactus glared at the wall-crawler. "Though it was my daughter's plan, you were instrumental in preventing this universe from ever suffering any form of total destruction. Because of this, I shall spare you for impregnating my daughter." With that said, Spider-Man was unceremoniously dropped to the ground.

"Wow." Spider-Man said flatly as Spider-Girl, Firestar, and Black Cat rushed to make sure he was okay, the rest of his lovers hanging back so as not to overcrowd him. "Just... Wow. Hulk gets a planet for throwing a tantrum that caused several hundred million dollars in damage and nearly wiped out an entire specie. Meanwhile I get to live for making the best of a series of admittedly awesome events outside of my control. Story of my life." He threw up his hands in exasperation.

"If it makes you feel any better, I appreciate what you've done for us all." Komodo grinned as she coiled her tail around his waist and pressed her lips to his ear. "Especially your help in getting me this job and laying the groundwork for my perfected formula, Mr. Parker." She whispered seductively before slithering off, leaving the young CEO barely stunned by yet another woman figuring out his secret identity.

 _'I really am getting too used to this.'_ Peter pouted under his mask. _'I remember the days when secret identities actually meant something.'_

 ***Spider-Sense!*-Angry father-in-law!**

"Out of the frying pan," He sighed as he turned to see Wolverine, still as angry as before. "And into the fire."

"Logan, you can't kill him." Black Widow scolded the bitter old Canadian strictly.

"Give me one good reason." Wolverine snarled as Laura grabbed her lover from behind protectively.

"Richard and Mary Parker." Black Widow whispered harshly in his ear, causing his eyes to snap wide open. "You promised them that if anything happened to them, you'd lend a hand in looking after their son. A promise you have thus far failed to keep."

"No way." Logan gasped in shock as he pulled his mask off, giving Spider-Man another quick whiff. Sure enough, underneath the smell of copious amounts of sex, his aroma was distinctly similar to the old man's former apprentices.

"You knew my parents?" Peter blinked in shock as he instinctively removed his mask, forgetting for the moment that Hulk, Deadpool, and the Fantastic Four were also present.

"Yeah." Logan remarked as he awkwardly scratched his neck, feeling guilty for nearly gutting the son of two of his late best friends. "Not sure if I should share old stories with you though. As heroes go you're a saint, whereas while your parents were definitely good people, their methods were..."

"It's okay, Widow already explained everything to me." Peter excused him. "Besides, I was raised by my aunt and uncle as far back as I can remember, so as far as I'm concerned they're my parents. Just... please don't kill me for knocking up your opposite sex clone slash daughter, and you can consider us even." He remarked as, unnoticed to him, Petra Parker was just behind him, dragging Johnny Storm into a storage closet.

"Fair enough." Logan snickered as he and Peter shook hands.

"As for you, young lady." Galactus began scolding his daughter. "Despite your actions being for the benefit of the universe, you still acted very rashly."

"I'm in big trouble, aren't I?" Galacta fidgeted nervously.

"Indeed, but first." Galactus remarked as a beam shot out of his hands, reached into Galacta's stomach, and pulled out an infant glowing pure white, leaving the young cosmic being doubled over and gasping for breath. "I believe this child belongs to you." He said as he handed the cosmic baby off to his stunned and winded daughter.

"Uhh..." Deadpool uttered, for once in his life completely speechless. "Well... that just happened."

"Her baby... our baby..." Peter rapidly blinked away the tears welling up in his eyes as he shuffled over to Galacta in disbelief. "I'm... a father... I'm a father. I'm a father!" He declared proudly, accidentally rousing his newborn child into a crying fit. "I'm a father... I'm a father? Oh God, I'M A FATHER!" He immediately switched from elation to panic as the reality of being a teen father set in and he began to hyperventilate, a panicky sentiment shared by everyone else present, if only because the baby's crying was causing localized earthquakes. "WHATDOIDO?! WHATDOIDO?! WHATDOIDO?!" He panicked as Galacta gently rocked the glowing baby to a calmer state, quickly quieting the tremors.

"Calm down Peter, our little girl can sense your unease." Galacta chided his behavior.

"Sense my unease? I'm the one with the Spider-Sense not-!" Galacta just gave Peter a very dry look and waited for him to realize his mistake. "Oh... right, she's my daughter, of course she inherited my powers." He muttered dumbly.

"This is... incredibly fascinating." Mr. Fantastic remarked clinically as he approached Galacta, who defensively pulled her baby away from the scientist as she began to whimper. "A hybrid born of physical matter and cosmic energy. I could easily write an entire thesis on this subject."

"I'm not letting the maniac who invented Skrull-Cows anywhere near my family." Galacta glared hotly at Reed. "Granted they taste delicious, and will definitely make good baby food, but you're a disaster waiting to happen."

"Oh shit, is this the part where Sue starts having second thoughts about Reed and contemplates leaving him for Spidey?" Deadpool stage whispered scandalously, drawing several irate glares and a solid punch to the gut from a large rocky fist. "I'll take that as a maybe." He squeaked as he collapsed to the floor in severe pain.

"What the hell is wrong with that man?!" Susan questioned irritably before adding an aside to her husband. "And what are Skrull-Cows?"

"I can answer that one." Galacta frowned as she handed off her child to her lover and marched over to Reed furiously. "Mr. Smartest-Moron-on-the-Planet here thought it would be a good idea to hypnotize those Skrulls who impersonated you four a few years back into turning into cows and mixing with the local population, not taking into account the many ecological disasters that could, and would result from that boneheaded move."

"Reed, is what she's saying true?" Sue asked, aghast at the mere idea her husband could do something so utterly irresponsible.

"Oh it's true alright." Galacta continued immediately, not wanting to give the neglectful scientist a chance to present the story in a positive light. "The Skrull-Cows ended up being bred, milked, and slaughtered just like humans are want to do with cows. Ever notice that the entire country has been suffering a severe beef and dairy shortage over the last eight years? That's because I've been tracking down and either consuming or containing all Skrull-Cows I could find, and they accounted for at least ten percent of the cattle population over that time. Half a small farming community ended up poisoned and brainwashed beyond all hope of recovery because of consuming Skrull-Cow products! Those people were the bitterest forty-seven morsels I've ever eaten."

"No, that's not possible!" Reed gasped in shock. "I ran tests, I placed them where there was no settlement for a hundred miles, they weren't supposed to be biologically compatible with actual livestock."

"You mean you actually caused - what would you call this; Skrull-Cow Disease?" Nico shrugged nonchalantly before turning her anger and disappointment to the leader of the Fantastic Four. "You caused Skrull-Cow Disease!?"

"Well, I'm officially off dairy forever." Black Cat cringed as Ghost Rider nodded in support, the irony of the statement apparently lost on them.

"You've got some nerve calling yourself a hero after a stunt like that." Rachel growled as she leveled her shotgun at Reed, ignoring the irony of her remark as Veil gently pushed down her weapon.

"Eh, I'm not really surprised." Deadpool shrugged before making a mocking face at The Thing, who was presently too deep in shock at the carelessness of his oldest and most respected friend to form any coherent thought. "I mean, if Nintendo can make a kid friendly version of Pedobear - and yes, I know that's an oxymoron - and stick it in a Pokemon game, all sorts of horrific and mentally scarring scenarios become all too plausible."

"Ignoring..." Peter pulled Galacta aside and gestured to the whole room; from Sue scolding her husband, to Hulk calling off the surviving soldiers of Sakaar from their rampages on Earth. "This, there's still the matter of us." He remarked as he gently tickled their daughter with a single finger, wincing in barely contained pain when the baby grabbed his finger and unintentionally snapped it out of place. "We've been putting it off but, this is a really big matter we're dealing with. I mean, we're parents now, where exactly do we go from here? I don't exactly know the protocol for raising a cosmic baby."

"You mean you haven't even thought that far ahead?" She-Hulk shook her head in disappointment at their thoughtlessness. "That should have been the first item on your agenda to consider when taking a major step like this."

"For your information I know exactly what I'm doing." Galacta huffed as she took her baby from Peter, handed her to Jennifer, and tickled her chin lovingly. "Isn't that right, Hollow?" She cooed.

"Hollow?" Peter whispered in shock as he snapped his finger back into place. "I don't know how cosmic beings name their kids, but personally I've always preferred at least semi-normal Earth names, and to get a say in naming my own-" He abruptly stopped as young Hollow yawned, and a massive burst of red energy flowed from She-Hulk down the infant's throat. "Is that suppose to happen?!" He hissed at Galacta as he quickly but gently separated his daughter from one of her many step-mothers.

"Yes." Galacta nodded chipperly. "As is this." She added as Hollow began to grow and age right before everyone's eyes, her skin and hair changing from white to a metalic red, growing out razor sharp talons for fingers and toes, as well as developing what could only be defined as waist length, razor sharp dreadlocks. To preserve her modesty in her now teenage body, her mother changed the white blanket she'd been swaddled in into a black jumpsuit.

"Wow, cosmic beings sure grow up fast." Peter stared in shock at his newborn teenage daughter, her innocent glowing white eyes looking at her father joyfully. "Hey there Hollow, I'm your daddy." He introduced himself uncertainly. "Uhh, if you don't mind my asking, what exactly did you do to Jennifer?" He glanced at She-Hulk, whom, aside from looking a little lightheaded to the point where Evangeline had to hold her steady, was otherwise just as massive, hot, and massively hot as she was when she woke up this morning.

"Daaaa-ddiieee." Hollow tested out the syllables curiously as she felt his face. "Daddy? Daddy."

"Awwww! Her first words!" Galacta cooed as she recorded the whole thing, before lifting Hollow out of Peter's arms and setting her on the floor, where she quickly wobbled into a hunched and feral standing position. "Her first steps!"

"This is normal, right?" MJ voiced her concerns. "Shulkie is gonna be okay, isn't she?"

"The One of Power shall be fine." Galactus answered in a booming voice that demanded silence and attention, both to stop the confusion, and to set everyone at ease. Probably for the best, as Red She-Hulk had somehow tracked them down and was a few cross words away from starting a full blown fracas with her ex about his plans to leave Earth - and her - again. "More so than before, in fact. My granddaughter merely stored the wasted portion of the Infinity Gem's energy inside herself."

"Wait, you mean I wasn't going all out against my cousin?" Jennifer grinned smugly as she regained her balance. "And I was still winning."

"We're family, of course I went easy on you." Hulk insisted defensively. "...What's an Infinity Gem?"

"That thing embedded in Shulkie's forehead. Moving on now." Deadpool ushered the overly long chapter along as he slapped **Insert Exposition Filler** on the screen.

"-and cosmic beings are always born for a reason defined by either themselves, or their parents. Depending on the circumstance of their creation or ascension that is." Galacta finished summarizing the Birds and The Bees: Cosmic Being Edition. "I designed Hollow to be a living void of nothingness, hence her name. She contains the portion of Infinity Gem energy that they normally just restrict from their chosen partners to keep them from destroying themselves from the strain. Isn't that right, my little baby?" She cooed as she brushed Hollow's hair, making her let out a contented purr. "Also, even though she's physically a teenager, she's basically an animal in terms of emotional and intellectual age, so don't anybody get any ideas. I'm looking at you Johnny!" She glared at the closet just as the most immature member of the Fantastic Four hobbled out, Petra following close behind as she dusted off her hands and gave a casual wave of acknowledgement.

"So exactly how powerful is she going to get?" Black Widow inquired, finally realizing what at least one of the 'drawbacks' Galacta neglected to mention before was. "If her body is containing the runoff from the Infinity Gems, I can imagine that it's quite a lot."

"She doesn't have access to most of it herself." Galacta insisted protectively, understanding, though not agreeing with her sister-wife's fears. "Underneath her surface she's basically a small universe that she has no more control over than the average human has over their internal organs. The only part of the Infinity Gems she'll have access to on our level will barely be enough to make her about as powerful as the likes of Thor once she gets them all."

"Awesome!" Deadpool cheered as he jumped on Galactus's big, shiny head, causing everyone to freeze in shock and panic. "Now where's my reward? I did everything your daughter asked me to, so I want my prize!"

"Of course he does." Galacta rolled her eyes and tossed the loony mercenary an ornate black box. "One magic compass that always points to what you desire most, straight out of Pirates of the Caribbean, as promised."

"Thank you kindly." Deadpool grinned as he dismounted the oversized helmet and ran over to the windowsill. "Now if you'll all excuse me, I'm off to find the succubus queen, slash my future wifey-pon! That's right, I love Xenoblade Chronicles despite all the obviously unfinished content, and I don't care who knows! Geronimoooooo~!" He shouted as he leaped out the window.

"He'll be fine, unfortunately." Logan grumbled as he turned to Laura. "So... yer my kid?"

"Would you like to meet my mother?" Laura asked, more stiff and awkward than Peter had ever seen her before. "You never met because she cloned me by splicing a sample of your DNA with her DNA without your knowledge or consent, but... family is family?"

"Just do this for her, okay?" Kiden slapped Logan on the back. "The poor girl has had it real tough, and she could use someone even more damaged than her to help sort out her issues."

"Are you talking about Laura, or yourself?" Peter teased the time stopper.

"Can't it be both?" Kiden grinned as she swiped Peter's mask and put it back on. "By the way, you might not want to take that off in public ever again. Secret identity, remember?"

"Thanks for that." Spider-Man scoffed as he ruffled her hair. "What would I do without you as one of my... how many lovers do I have at this point?" He paused to do a quick head count.

"Twenty-two." Hazmat answered as she grabbed his shoulders and placed his mask against hers. "We've all talked it over, and there's twenty-two of us now. Unless you have a few other girls stashed away that we don't know about."

"Okay." Spider-Man nodded mutely. "Mind my asking what changed your mind?"

"Galacta told me all about the spider that gave you your powers." Hazmat answered. "Genetically altered, and radioactive? Let's be honest, my chances of finding someone I can actually get physical with at this point in my life are slim to none, and you've already got radiation in your veins."

"So I'm basically a consolation prize?"

"Do you have a problem with that?" Hazmat asked dangerously.

"Honestly? I have no room to complain at this point." Spider-Man sighed dejectedly. "If this is what you want, and you're all okay with it, then so am I."

"Good." Finesse grinned as she latched onto him piggyback. "Because class is in session, and everyone's hot for teacher."

"Get a room!" Ben Reilly frowned at the scene before him, envious of Peter not only being the original Spider-Man while he was just a knock-off, but also of all the girls he was getting.

* * *

 **Meanwhile - Deep in the Jungles of Africa**

 _'This cannot be happening!'_ A dark skinned man dressed in red and blue priest robes panted in shock as he clutched at the fabric just over where his heart was located. _'My power is becoming unraveled because of some moody teen. I had thought myself untouchable because I could see all and know all, and yet I have been dealt a fatal blow. Could this be the end for the Weaver?'_ He shook his head as he vanished from the jungle, reappearing inside an ancient temple. _'No! I refuse to accept this! Madame Web may have failed, but there is still a chance to restore the true order. It will not be easy, but it must be done!'_ The man's mind set, he sat down in a meditative position as webs began cocooning around him. _'It will take many moons to awaken them all, and it will be far too off schedule for comfort, but despite the risks, I must restore the Web of Life and Destiny. Already I can see the threads taking root.'_

 ***Flash!***

 _A long-haired brunette in a SHIELD uniform walking down a metallic corridor suddenly looks left and right, as if feeling someone, or something, watching her._

 ***Flash!***

 _A Hispanic teenage boy cheering for a luchador dressed from head to toe in a blue and red outfit shivers as he feels a chill looming over the wrestler._

 ***Flash!***

 _A redhead drops a young girl off at kindergarten and waves goodbye, when suddenly she feels a massive migraine coming on and decides to rest for a bit before getting back on the road._

 ***Flash!***

 _A hand bursts from the ground, just underneath an unmarked headstone._

 ***Flash!***

 _A girl curled in a fetal position cries sorrowfully as a camera zooms in on her, an ugly looking, middle-aged man with a look of consternation on his warty face constantly monitoring her as he slammed the desktop furiously._

 ***Flash!***

 _A dark-skinned preteen walking down the halls of his school as he fails to notice a spider crawling on his neck until it bit him, wincing and brushing it off before going about his day like nothing happened._

 ***Flash!***

 _'They will all serve their rolls.'_ The priest-like man thoughts as he became fully cocooned in webbing. _'Whether they wish to or not, when Anansi, God of Stories commands you, you must obey!'_


	9. Spider-City

**Chapter 9 - Spider-City**

 **Avengers Institute - Indeterminate Amount of Time After World War Hulk**

* * *

 _"Basically the writer's way of saying 'Fuck the timeline! Comic books make no sense in that regard anyway!'"_

Fuck you, Deadpool!

 _"I already have six ladies to do that for me, or do you not remember the awesome news at the tail ends of the last two chapters?"_

You always have to have the last word, don't you?

 _"Pretty much."_

Well I'm the Narrator, so that means I get the first word! And I say the first word is that all your contraceptives failed!

 _"YOU CAN'T DO THAT!"_

I'm the Narrator! I can do whatever I want! Have fun with fatherhood and six sickly, spewing, mood-swinging, and swollen spouses!

 _*Frightened Gasp!*-"Clever alliteration! My one true weakness (other than a cure for cancer, and the comedic charms of the Olsen Twins and the late Bea Arthur)! Damn you! Also, to everyone leaving anonymous reviews, please stop it, the writer deletes that spam without distinction. And could somebody please put this story on the recommended fanfiction list on TVTropes? Maybe even make a page for it? Thanks!"  
_

Wasn't there something else here earlier?

 _"Yeah, but the writer got rid of that because the fans didn't like it. I'll summarize the best points by saying that the writer is completely making up the story as he goes along, and adds and drops girls to and from the harem at the drop of a hat, or based on pre-established couples from various 'canon' continuities. He's got a general idea for the story, but the details are ever changing. For instance, both the beginning and end of this chapter have gotten slight modifications from the original version, so those of you who didn't like the first version, and those of you who just want more, will want to reread at least those parts."_

I thought it involved politics.

 _"I can't hear you when you don't have any quotation marks like you do."_ Deadpool blatantly lied. _"But I also mentioned moving to Japan to help establish Big Hero 6, get away from the writer's version of Civil War in the next chapter (Spoilers: which won't be a war, so much as a one-sided and highly cathartic beatdown for anyone who hated the original and second Civil Wars, which is everyone with a functioning brain), and help my new girlfriend Ashley get into sumo wrestling."_

"For the last time Wade, we're just going to Japan for a photo shoot, not to make me a sumo wrestler." Ashley Crawford - the greatest bikini model in Wisconsin, as well as the mutant super heroine Big Bertha - tipped her mirrored shades as she slicked back her faux-hawk and strolled up in red heels and a bikini. "Though I wouldn't be opposed staying and seeing the sights for a while, super crime is pretty low in the Great Lakes area."

"Okay, you don't have to be a sumo wrestler." Deadpool moaned as he stopped narrating. "It's not like you really could become a sumo wrestler anyway, since women aren't even allowed to set foot in the ring for religious reasons anyway."

"What was that?" Ashley inquired crossly as her body began to expand with fatty tissue. "Those sumo wrestlers actually think that women aren't as capable at sports as men?" She growled as she flexed her blubber laden arms, squeezing her increasingly massive breasts into her increasingly tight bikini top. "Well I've got 900 pounds of adipose tissue that says I can out wrestle any man in the ring!" She boasted proudly as she slapped her massive, flabby gut, sending ripples across her entire massive, seven foot frame of flab and flubber. "And don't think I didn't notice what you did just now." She said as she stomped the ground, her custom-made, super stretchy shoes cracking a hole in the concrete floor with her heels. "You and I are going to be having words later on while you're giving me a sponge bath and deep, **deep** tissue massage."

"I am both terrified and aroused!" Deadpool grinned stupidly as Big Bertha carried him away in her armpit and stomped away like a cavewoman. "I don't suppose we could get you into the Savage Lands in a leopard-skin bikini by any chance?" The chubby chaser giggled eagerly at the mention of cavewomen.

* * *

 **Actual Chapter - Now**

"Good going Komodo, remember to strike with the end of your tail!" Spider-Man instructed the hero-in-training as he vaulted around the training arena. "Trust me, I know from experience that that's the part that hurts the most." He shuddered as he got mild flashbacks to his fight with The Lizard.

"Got it!" Komodo flashed a toothy grin as she swiped her tail at the 'legs' of a weighted training dummy, knocking it several meters through the air before colliding with a wall and landing upright. "Yesss!" She hissed with glee at the distance she got.

"AD, GR, how's your sparring going?" Spidey asked as he monitored the clash between the shield-toting heroine and the motorbiking anti-heroine from a safe distance.

"Getting a little fired up!" American Dream panted excitedly as she deflected whip after whip from the circling Ghost Rider's flaming chains. "But nothing a little heat shield can't fix!" She joked as she tossed her shield right in-between the spokes of the bike's front wheel, sending Ghost Rider flying head over handlebar into a padded wall, dissipating her bike in a puff of hellfire and sending the handlebars flying far away from her.

"Quipping, very nice." Spidey nodded in approval as Shannon picked up her shield as it rolled back to her. "I see my private lessons have been paying off."

"You two quip when you're having sex?" Alejandra questioned, her fire burning hotter as she took in their shocked reactions. "Oh, were those not the private lessons you were talking about?" She managed to contort her skull into a mocking grin.

"She just quipped us." Spidey whispered in astonishment. "A Ghost Rider just quipped us. Is that even allowed? Shouldn't there be some kind of, I don't know, unspoken rule that gritty anti-heroes aren't allowed to make jokes?"

"Says the guy dating multiple gritty anti-heroes while fancying himself a comedian." Finesse taunted from the rafters before dismounting, rebounding off the wall, and landing in Spider-Man's traditional crouch on a gymnastic bar. "I guess you're just rubbing off on all of us, though whether that's a good thing or a bad thing is debatable." She chuckled before swinging around and somersaulting to the ground.

"Ouch, go easy on my fragile ego, won't ya?" He recoiled in mock shock. "It's scary enough that you've already copied all the even remotely humanly possible physical skills of every hero and villain the Avengers have on record. If you start making jokes too I might be put out of a job."

"You already sort of are." Nico countered as she levitated over in a lotus position. "After that raid on a HYDRA base you, Spider-Girl, X-23, and the Punishers did a few months back, the Punishers have been using looted HYDRA tech to go on a cross country mass murder spree against criminals."

"Okay, first of all, that was a very impromptu alliance, and I regret helping them get their hands on all those weapons and armor, even if it was accidental." Spider-Man defended himself. "Second, your magic practice is coming along great Nico. You sure are making a lot of progress under Dr. Strange's tutelage. Third, their methods may be... extreme, but despite my many, many moral objections, there's no logical way to deny that the Punishers are doing far more good than harm. Murder rates are way up, but all the victims are known criminals and gangsters, and all other crimes are down. As much as it kills me inside to admit it, their methods work with absolutely zero drawbacks on innocent civilians and other heroes, and really well at that." He quickly snapped out of his musings and noticed the worried looks he was getting. "Don't get me wrong! I'm not gonna go off the deep end and start killing every baddie I come across, but maybe there's a good reason some places still allow the death penalty to be used on the worst of the worst."

"Glad to hear." Laura smiled as she pushed a stroller into the room. "You are unsuited to killing, and I do not want our children to have two bad role models."

"They aren't even gonna have one." Spidey grinned gleefully as he jumped over and began tickling his young triplets. "That's right, isn't it my precious little big girl, Zelda? My little shining albino, Bellona? And my sweetest little baby girl, Gabby? Mama is a good superhero with high standards, isn't she, _isn't she_?"

"Her standards can't be too high if she's together with you." Evangeline remarked sarcastically as she handed her boss a stack of paperwork. "These need your signatures by the way. They're the parts orders for the flying cars you've been working on."

"Oh, hey there Vange." Spider-Man chuckled nervously as he took the papers. "Long time no see... I... honestly I was kinda expecting Jennifer to bring these."

"She's visiting family on Sakaar, and our new assistant is on a date with her girlfriend." The dragonesque woman remarked with a sigh. "Look, I know things have been awkward since our little spat, but do you think we could at least try to get our relationship back on track?"

"Whoa, what spat are they talking about?" Hazmat turned to Veil and Finesse quizzically as Spider-Man and Vange discussed matters both work related and personal. "I know I've been buried in my training since I got this curse, but you'd think a fight between my boyfriend and a dragon woman would be hard to miss."

"You didn't know?" Finesse chuckled in disbelief. "It happened months ago. Apparently Vange got pretty hormonal once she found out she got knocked up, and they've been avoiding each other ever since. You really have been focusing too much on your training."

"Vange was kinda freaked out after Hulk attacked and Galactus showed up." Veil sighed sadly as she made her hands into little smoke figures resembling a large woman with wings and a proportionately smaller man. "Couple that with finding out that she was gonna be a mother no more than a few days later, and you've got a recipe for disaster." She remarked as the smoke figure of the dragon woman started breathing a plume of smoke, forcing the male smoke figure to retaliate and hogtie her.

"Ah, I guess I can see that happening." Hazmat nodded in acceptance. "I don't really know Vange that well, so it doesn't matter much to me, but Spidey must be pretty upset about it."

"Yeah, but sometimes relationships hit a little snag from time to time, y'know?" Finesse swung her arms over the shoulders of her two sister lovers. "Powers or not, Vange is more comfortable in a courtroom than fighting criminals or having a baby. Besides, he still has us and about a dozen other girls to keep him warm at night while they smooth things over."

"You mean he still has you to keep him warm at night." Hazmat huffed as she pulled herself away. "If I try to keep him warm he's liable to get cancer or something, mild radiation immunity be damned."

"Oh shit!" Finesse hissed as she realized her serious slip-up. "Jennifer, I'm so sorry! I didn't mean to-"

"No, it's already out there." Hazmat held up her hand in a halting motion. "I get it, I'm just a walking nuclear fallout just waiting to happen."

"Jennifer, that's not what she meant and you know it." Veil assured her friend as she wrapped her bandaged arms around her. "Maybe you just need to get out there with him on a simple date. Take your mind off your problems and just spend time with him. I know it always makes me feel more confident whenever I'm feeling down. He has this warm way of paying attention that just makes me feel like I'm always going to be loved and understood."

"Was that supposed to be poetry?" Finesse scratched her head in confusion. "Anyway, Maddie's right you know. You said you wanted to be one of his girlfriends, so go out there and act like it already." She pushed her toward Spider-Man eagerly, much to Hazmat's ire. "Come on, I know you two haven't had any one-on-one time since you hooked up. Look at it this way; if you always focus all your time and energy on learning to control your radiation levels, you'll never unwind enough to actually use that control for some fun." She gave her friend two thumbs up.

"Don't you have a shield to throw or an arrow to go shoot or something?" Hazmat scoffed defensively as she stood her ground.

"If you insist." Finesse shrugged playfully as she fluidly notched an arrow on her bow, pointed off into a seemingly random direction, and let it fly. "Might wanna watch your step though." She teased as she turned and counted off three steps.

"What on Earth is she talking ab-oh shit!" Hazmat panicked as she tripped backwards trying to avoid the arrow Finesse had just shot, realizing too late that it was a bouncing arrow when it harmlessly ricocheted off the floor, and again off her helmet. Unable to right herself, the inertia from her initial stumble and the arrow caused her to fall right into Spider-Man's arms, just as Finesse smugly caught the arrow once it ran out of momentum.

"Easy there Jennifer, don't wanna risk any head trauma." Spidey joked as he propped her back up. "Bandaging it up would be a real pain in the butt, or cranium as the case may be."

 _'That jerk!'_ Hazmat glared at the ground, her helmet glaring up as Jeanne's soft chuckling reached her ears. _'I don't know how she knew everything would fall into place like this - no, actually I do know, I just don't want to sound like an idiot accusing her of it without evidence - but she will pay for it!'_

"Uh, Jennifer are you alright?" Spider-Man asked worriedly, drawing the radioactive mutant out of her internal musings. "Look, I'm sorry if I struck a nerve with that joke just now, but that's just what I do when I'm worried. I crack jokes. I was just worried about you, and I couldn't stop my mouth before it-"

"Stop." Hazmat cut him off abruptly. "Just stop. It's fine, I'm fine, everything is fine."

"Are you sure? You seem like your mind is on some personal troubles. You know you can always talk to me if you need a shoulder to lean on or something." He offered kindly.

 _'Damn his observant kinder nature!'_ Hazmat blushed hotly, spiking her radiation levels. Still, despite her embarrassment, part of her didn't want to let this golden opportunity go to waste. "Well, if you really want to help, then maybe we could spend some time together, just the two of us?" She requested as she averted her eyes nervously.

"Just the two of us, like a date?" She couldn't see it, but she knew her sort-of boyfriend was grinning like an idiot under his mask.

"Not like a date, exactly a date." Hazmat corrected him as she struggled to ignore the exaggerated gestures of encouragement from Finesse and Veil. "We've been boyfriend and girlfriend for a few months now, and we've never really been on an actual date."

"I know, but I figured that you needed to work through some personal business before you were comfortable with an actual date." Spidey shrugged. "That's part of the reason why I've been focusing so much extra attention on your training."

 _'I didn't even notice that!'_ Hazmat blushed as she thought back on all the times he was there to help her out, or just to talk, or whatever. _'Some girlfriend I am, I barely even notice when my boyfriend is paying more attention to me than the rest of his girlfriends.'_ Shaking that thought from her head with a shiver, she turned her full attention to her boyfriend. "Well I'm ready for an actual date now, so let's go do something, though I'm not sure what kind of date we can have with my condition and all."

"I'm sure we'll think of something nice to do." He assured her as he wrapped an arm around her shoulder and guided her off. "Hey Laura, you mind putting Zelda, Bellona and Gabby down for their nap without me? Jennifer and I are gonna have some alone time." He asked his lover gently.

"Of course." Laura nodded curtly. "You two have fun. Try to make some more half-siblings for the triplets." She requested nonchalantly as she pushed the stroller away, leaving Hazmat a stuttering wreck.

"Don't worry about her Jennifer, she was only joking about the half-sibling thing... I think, it's kinda hard to tell with her." Spidey shrugged as he held his radioactive lover steady. "So, what do you say to ordering a couple of extra large pizzas and illegally downloading movies over the internet?"

"Aren't you supposed to be a hero?" Hazmat questioned skeptically. "Isn't illegally downloading movies... illegal?"

"Confucius Say: Any movie over ten year old is victimless crime." Spider-Man recited in an unoffensive old Chinese sage accent. "Besides, movie and television companies are too focused on keeping their stuff off of YouTube to notice any of the lesser known video streaming sites, especially if we're talking foreign films."

"Japanese Horror!" Hazmat requested eagerly.

"I was thinking more Abbott and Costello, the Marx Brothers, Kamen Rider, or Super Sentai, but whatever works for you I guess." Spidey shrugged as tried not to shudder at the possibility of watching the original version of The Ring.

"How about we meet in the middle?" Hazmat suggested, working really hard to pay attention to the subtle physical cues her boyfriend was giving off. "I've heard some pretty awesome things about Vampire Girl vs. Frankenstein Girl."

"That sounds like it's either going to be really scary, really violent, really dirty, really funny, really awful, really over the top, or most likely a really wonderful combination of all of the above." Spider-Man grinned like a madman. "Make sure the latches of your suit are on tight, because the ladies tell me I get pretty grabby whenever something really tickles my funny bone." He teased as he quickly squeezed Hazmat's butt, causing her to jump with a start.

"Two can play that game." Hazmat grinned as she returned fire, eliciting a giggling yelp from her boyfriend. "Damn, you've got a sweet ass!"

* * *

 **Some Random Temple in** **Africa**

"Finally, after months of effort, the last of the Spiders have arrived." _'Or at least as many as I can summon and control with my dwindling connection to the Web of Life and Destiny!'_ Anansi bitterly panted as he leaned on his cane, looking far from the once great and powerful divine image he used to portray as he stood above the high above a room of hundreds of men and women, most of whom were dressed in some variation or other of Spider-Man's iconic attire. "Now then, my children of the Web, many of you are no doubt wondering why I have summoned you all here." He tried to sound loud, omnipresent, and awe-inspiring, only to sound much more like a rasping old man on the verge of death in ear bleeding surround sound. "There is a great tragedy among us, for your noble chosen triad has shifted wildly off-course. The Other has shunned his destiny, and in doing so rent the Web of Life and Destiny asunder, placing us all at grave risk!" He paused so he could begin coughing loudly, his throat very sore from just speaking loudly for a few consecutive seconds. _'And by us I mean ME! I couldn't care less about any of your insignificant mortal lives so long as I hold all the power I am entitled to!'_

"Now then, my loyal subjects, allow me to introduce to you all the Two whom shall help us to rebuild the Web, as it was meant to be!" Anansi waved to his left as theatrically as a geriatric old coot could, ushering forward a man in a poor imitation of a Spider-Man suit, who was pushing a clear container with a frantic and frightened looking Asian teenage girl trapped inside.

Unbeknownst to the egocentric fools and their helpless hostage on stage however, a pair of predatory eyes gleamed from within the shadows of the crowd.

* * *

 **Parker Family Loft (Formerly the loft of the Osborn Family)**

"Wow..." Spider-Man stared blankly at the screen as the credits rolled. "That was one of the most gratuitous, hilarious, arousing, and over the top displays of girl-on-girl violence I've ever seen."

"And that poor male lead." Hazmat giggled uncontrollably. "Out of the frying pan, and into the fire."

"I feel his pain... somewhere, just not here," He grinned as he held Hazmat close, wrapping his arms around her midsection, and snaking around to rest his hands on her hips. "With you." He whispered gently to her.

"Yeah..." Hazmat smiled as a dangerous but tempting thought entered her mind. "You know... I've been training really hard to get things-" She was cut off by Kiden, who picked the worst time - in her opinion - to walk in wearing nothing but lacy black lingerie and cuddle up to their shared boyfriend.

"Hey there Petey~." Kiden cooed as she trailed her fingers across his muscles, which had been getting somewhat bigger lately. "Think you could see your way into doing your horny girlfriend a little favor~?" She tried to pull off a seductive look, but she just came off looking slutty.

"First of all Kiden, can't you see I'm kinda in the middle of something here?" He calmly tried to diffuse the situation as he felt Hazmat heating up in his lap. "Second, we've been over this before, I'm not giving you money for drugs."

"I wasn't gonna ask for drug!" Kiden pouted in her best imitation of offended she could manage. "...This time anyway." She sheepishly added. "What I was gonna ask you is something else entirely, not at all illegal, and actually sorta altruistic." That got Spider-Man's attention, almost as much as her attire in fact, and he pulled out a pad of paper and a pen. "You see, I've got this friend from school named Tatiana - she's a mutant like me, only she temporarily takes on the traits of any animal whose blood she comes in contact with instead of doing what I do - and she's kinda in a fix right now." Kiden ignored Hazmat muttering something like 'of course' and continued. "See, ever since her parents kicked her out for being a mutant she's been seeing this guy, Bobby Soul, and he's a real gentleman and all, but he's kinda homeless and jobless. Well not really jobless, he does a few odd jobs here and there as some extra muscle for the mob - but it's only to provide for his little brother, I swear!" She took a moment to collect herself. "Anyway, he comes from a bad neighborhood and a broken family - not to mention he's a mutant who can astral project at the cost of a spotty memory, which clearly didn't help things - so the fact that he managed to stay as nice as he is - comparatively speaking - is a strong sign that he's a **good** person who just got a raw deal. Anyway, Bobby kinda knocked Tatiana up recently, and I don't want my friend's baby daddy to be a criminal, so-"

"So you were hoping I could give him a job." Peter completed her sentence as he handed Kiden the slip of paper he'd been writing on. "Give this to Bobby, and tell him to bring it to the front desk of Alchemax immediately. Tell him to wash up, and look presentable. If he's doing some odd jobs for the mob, then he's probably pretty intimidating, so let's put him to work as an apprentice security guard. He does a good job, he moves up, and if he's as nice as you say he is, he probably will. It's not exactly mob money, and he'll have to pay taxes, but it's a steady income, and Alchemax recently bought an apartment complex just a couple of blocks away, so he, Tatiana, and his Lil' Bro can stay there for free until they get on their feet financially. Not to mention that Alchemax has started offering mutants a thousand dollars a person just to run a few quick, painless, and entirely humane tests on them to better our understanding of mutant biology, so he'll be off to a good start right from the get-go."

"...Wait, what?" Kiden just stared blankly at the piece of paper for several long seconds, making Hazmat grin at the stunned look on the time-stopping mutant's face. "That's it? I just hand him this paper and 'boom', instant job and house? This all seems a little too convenient..." She hummed suspiciously.

"It wouldn't seem suspicious if you paid attention to the news, or just the conversations during our family dinners," Peter shook her head playfully as he ruffled her already messy hair. "Which, unlike many other members of the family who sometimes have other matters to attend to, you **always** attend. That paper you're holding is from the Alchemax Worker Outreach Program; a way to combat unemployment and homelessness, where trusted members of the Alchemax staff can recommend pretty much anyone they come across for any job. The free apartments for the homeless we bought are for the convenience of those very employees we hire with this method to save money on housing, or just for homeless people in general looking for work. After all, about 90% of all problems homeless people have can be easily solved once they have an actual address. And the testing we do with mutants? Like I said, it's totally on the level. With so many people out there who hate mutants, I figure offering things like free health care for mutants and doing a few harmless tests on blood samples would put a big target on my back."

"...And... that's a good thing?" Kiden blinked in astonishment at her boyfriend.

"Yeah, because I can handle being a target." Peter nodded. "It wouldn't be the first time anyway, and it could draw out a bunch of mutant-hate groups for the cops and capes to round up. Not to mention my company is well protected, and the tests we do could help mutants everywhere live better lives."

"...I wanna have your babies **sooooo~** badly right now." Kiden remarked in monotone before shaking the stars from her head. "I gotta go give Tatiana the good news! She and Bobby are totally gonna FLIP when I give them this!" She squealed in unrestrained joy as she bolted out the door.

"Put on some clothes before you leave!" Peter called out to her as an afterthought.

"I will! My body is only for you to enjoy, Babe!" Kiden called back cheerfully. "And you're gonna enjoy it big time when I get back!"

"Now then, where were we?" Peter remarked as he turned his attention back to Hazmat, who had left his lap to sit on the far end of the couch.

"The Ring." Hazmat pouted as she played the next movie.

* * *

 **Back in Africa**

"Greetings, my fellow Spider-Totems!" The ugly old man called out to the forcefully assembled crowd. "I am Ezekiel Sims, the true center of the Web, and The One who shall fulfill the prophesy of the Web." No one responded, the mind control only so strong. "This is Cindy Moon, The Bride of the Web, and another crux of our grand destiny!" Still no response from the crowd, though the young Asian girl began pounding on the glass even harder and more desperately. "As you can all see, she has been contained where none can reach her, for her own safety of course. If the Inheritors knew where she was, if they knew where they could devour her vast power, they would not hesitate to deprive us of the key to our sacred mission." Yet again there was no response, everyone present unconscious of the world around them. None of the parties present besides Ezekiel, Anansi, and one other even knew what the Inheritors WERE. More to the point, none besides that one interloper was even aware that the Inheritors were now all dead.

 _'It is all working perfectly!_ _'_ Ezekiel thought to himself delusionally as he continued to stress the importance of the fate he and Anansi had foreseen for everyone, a fate that favored him to the exclusion of all else, even reason. _'Peter Parker may have reclaimed the good fortune I stole from him, along with my own, and dumped all his misfortune upon me along with it, but the Web and that fool Anansi are still on my side! You got greedy Parker, you were supposed to be the decoy, the sacrifice! While I was to rise to the top of the world! These were our roles, this was MY destiny, but you STOLE it from ME! I couldn't care less how much you have suffered, so long as I come out on top, and regain MY glorious youth and power, nothing else matters!'_

As Ezekiel continued to delude himself, falling deeper into his madness, the unknown face in the crowd grew angrier as they heard his thoughts.

* * *

 **Back in New York**

"Nonononononono!" Peter shuddered as he and Hazmat held each other in fear. "Why did I let you talk me into this? Why did you wanna watch this!?"

"I was upset about Kiden butting into our personal time." Jennifer admitted tearfully, every second of the film making her more and more anxious and forthcoming about her true feelings. "I've been having confidence problems ever since my powers developed, and Kiden prancing around you in her underwear like it was no big deal didn't help matters. You're just such a nice, generous, and understanding guy, and I've just been some pampered 1% girl who's only recently realized just how harsh and unforgiving the world can be, especially to mutants. I've been worried that you might just forget all about me since you have so many other girls that are eager and able to be intimate with you, that I've been trying to distance myself to avoid the pain, and then all of that happens and I just got really mad. I'm sorry for putting you through this!"

"You shouldn't be so worried about physical intimacy." Peter assured her as she flinched away from the screen to bury her face in his strong chest. "I've been admiring you since the moment you began your training. You have things WAY harder than I ever did back when I was first getting the hang of my powers, but you just keep on going strong. I was respecting your space and determination when I tried a slightly more hands off training regimen with you, but that was only because I had every confidence that you were strong enough to handle anything that came your way. I'm sorry that I wasn't paying closer attention my beautiful tsundere."

"I'm sorry I didn't put more trust in you." Jennifer bared her heart and soul to her boyfriend. "I've just been so angry about my circumstances and trying to get back to normal that I didn't have time to think about anything else. I didn't even really want to watch this nightmare fuel, I just wanted to get some attention!"

"Wait...so if you don't wanna watch this, and I don't wanna watch this, then..." They parted slightly and looked each other in the eyes with a hint of humor. "Why are we even watching this?" Peter chuckled, quickly eliciting laughter from his radioactive girlfriend, before they both descended into full blown guffaws. "Oh man, what do you say we turn this off, and put on something we can snuggle to?" He suggested as he stroked her back.

"Snuggle? I can't even touch you without-"

"We don't need skin-to-skin contact to cuddle." Peter assured her as he pressed a soft spot on the small of her back, eliciting a gasp of pleasure from Jennifer. "One of the benefits of having such a promiscuous womanizer for a boyfriend is that he can make you feel things with just a slight touch that you never thought you could feel in an hour of lovemaking." He whispered to her as he proceeded to demonstrate with his fingers on her outer thigh, making her quiver gently.

"...I don't suppose you have anything... dirty to watch, do you?" Jennifer purred seductively as she nestled her head in the crook of his neck.

"Does Harold and Kumar qualify?" Spider-Man joked as he shook the remote playfully.

"It better, or else I came home early for nothing." She-Hulk grinned as she plopped down next to the snuggling couple, making them fall into her lap. "Hey there handsome, did ya miss me?" She flashed her pearly whites at her boyfriend, before looking at Hazmat thoughtfully. "And... Jennifer is it? Small world, I'm a Jennifer too." She chuckled as Spider-Man and Hazmat got back up, the moment gone.

"You would refer to escorting the deposed queen of the Inhumans and her sister to Earth as 'nothing'?" Medusa - the Inhuman with the living hair - scowled as she and her sister Crystal - mistress of water, fire, earth, air, and electricity - stormed into the room. Her gaze transitioned to Spider-Man, her expression darkening somewhat, sending a mild tingle through his Spider-Sense. "So this is the man who is to be our... husband." She remarked disdainfully.

"Husband?!" Spider-Man panicked as he turned to She-Hulk. "What the hell happened out on Sakaar?"

"Medusa was trying to lead an Inhuman rebellion against my cousin." She-Hulk shrugged nonchalantly, the idea of anyone so stupid as to oppose the Hulk and a small army of beings of comparable strength barely registering to her as a concern. "Obviously it didn't work out so well for her, so he sent the big wig and her sister back to Earth for a political wedding. Both to strengthen the diplomatic relations between Earth and Sakaar, and just to get them out of his hair." She chuckled at the hair puns gleefully.

"Your mockery of me is most unwelcome." Medusa remarked haughtily as her younger sister just shook her head and groaned.

"Sister, please just stop this already." Crystal massaged her forehead. "You have already lost any control you had left in the affairs of our people, and now because of you we are both shackled to prevent any attempts of further rebellion." She traced her fingers across a metal collar around her neck sadly. "Just let your racial pride go already, it's not as if Inhumans have a future anymore anyway."

"We will rebuild!" Medusa insisted adamantly. "The loss of the rebellion against the Hulk is an acceptable setback to our return to power. Spider-Man's mutated blood will reinvigorate the genes of the Inhuman race, and his connections will rebuild our status on this planet. It may start small, but in time selective breeding with numerous Earth Mutates will create a new race of Inhumans that have no need for the Terrigen Mists to gain our powers."

"Don't I get a say in this?" Spider-Man spoke up hesitantly. "It sounds like you wanna treat me as breeding stock and a political pawn, and that's something I am not okay with." He turned to Crystal quizzically. "Has she always been this crazy? And if so, follow up question; what did Black Bolt ever see in her?"

"She's always been strict, but recent events have made her even more so." Crystal glared at her sister, who glared back, and got an immature raspberry for her troubles. "As for her relationship with Black Bolt, she's the only one who ever visited him in his soundproof cell back when he was locked up just for having potentially planet shattering vocal powers. Not to mention Black Bolt is our cousin, and keeping the royal bloodline 'pure' was encouraged in Inhuman society." She frowned dryly.

"You were married to your cousin?!" Hazmat guffawed at Medusa, who flared her hair menacingly in response. "I didn't know that 'Inhuman' was just another word for 'Hillbilly'!" She quipped as she rolled over laughing.

"Hazmat, that's not nice." Spider-Man tried to take a stern tone to his girlfriend, but found it hard to keep some of his own giggles from bubbling over, making him sound more ridiculous than anything else until it got to be too much for him to hold in. "Even if it is true! Hahahahahaha!" He burst out in laughter, barely hesitating to fire a messy glob of webbing at Medusa's hair when his Spider-Sense went off. "But seriously, there's no chance of me marrying someone just for politics, especially when they aren't even being nice about it." To privately emphasize his point he gave Hazmat a firm squeeze on the butt with both hands, sending a pleasurable tingling sensation down her legs. "I respect wanting to save your species from losing everything that makes it unique, but aren't there any other supers who would have the same effect on Inhuman DNA as I apparently would?"

"Johnny's DNA would work just as well as yours, better even." Crystal spoke up quickly and hopefully, getting a glare from her sister for bringing him up. Thankfully, the webbing in her hair kept her from stopping her younger sister. "The cosmic radiation that gave him and the rest of the Fantastic Four their powers is direct runoff from the original cocoon of Galactus, making his DNA the perfect catalyst for reinvigorating the genetics of the Inhuman race."

"And you know this how exactly?" Peter inquired with playful suspicion, grinning under his mask when he saw a happy blush rapidly rising up Crystal's face. "Ooh, so you and the Human Torch have a history together, don't you?" He poked teasingly, making Medusa even angrier than before.

"Yes, but the late king Black Bolt decreed that they never be together, due to the sheer immaturity of the Human Torch." Medusa informed Spider-Man, as if he even cared. "Though his time may have tragically passed prematurely, his decree still stands as absolute law to ALL Inhumanity."

"Well I'm no Inhuman, and I say they CAN be together." Spider-Man retorted, a mischievous plan rapidly forming in his mind. "In fact, if you two were REALLY sent here by Hulk to serve as part of some political marriage, then I'm actually obligated to send you both his way."

"By the Hulk's order, we are obligated to be wed to an influential individual of Earth to deepen the ties between our planets." Medusa strode over to the web-slinger with arrogance and poise - webbed up hair aside. "By my diplomacy skills, you were the one I selected to serve this purpose, and the Hulk has supported this decision. What possible reason could you have to justify refusing this great honor?"

"The Bro Code." Spidey answered easily, eliciting snickers from both Jennifers as they began to catch on to his plan. "Johnny and I are total Bros now, and because I already have so many lovers, and because my 'sister' broke his heart when she pulled a love'em-and-leave'em after making out with him helped her realize she was a lesbian, I swore to him on the Bro Code that the next time a hot girl tried to make a pass at me for whatever reason, I'd be his wingman and recommend they go after him instead."

"What is this 'Bro Code' of which you speak?" Medusa inquired skeptically, as Crystal made a silent prayer for her sister to cave eventually. "And why would it supersede such an important political move?"

"The Bro Code is the ultimate sacred bond of trust between Bros." Spidey explained, silently gesturing for both Jennifers to play along. "A promise made from one Bro to another Bro on the Bro Code cannot be broken, no matter what. Sorry, but that's just how it works. I know it, Johnny knows it, even the Hulk knows it. Hell, Hulk is so tough that he's totally hardcore about the Bro Code. Isn't that right Shulkie?" He nudged his gammazon lover.

"Absolutely." She-Hulk 'confirmed' in her best lawyer voice. "A Bro never breaks the Bro Code, and there's no Bro more Bro than my cousin... Bro?" She trailed off slightly uncertainly, hoping that her deception wouldn't show on her face. "I guess you're just gonna have to marry Johnny instead." She remarked as she forcefully ushered the sisters out the door and back to their ship, which was parked on the balcony. Medusa was seething furiously as she was pushed back on the ship, while Crystal gave Spidey an appreciative thumbs-up. "Finally, and here I thought they would never leave." Jennifer sighed as she slouched back onto the couch. "Thanks for getting rid of them, I don't know if I could take another minute with Medusa, let alone a whole life. Did you know that the Inhumans actually had slave labor until Hulk forced them to stop?" The trio of heroes were aghast and disgusted at the appalling and twisted actions and policies of the Inhuman society. "And these weren't just normal slaves either. These were genetically engineered slaves. Grown in tanks, completely sterile, unable to develop mentally beyond a five year old level, and created to serve Inhumans like beasts of burden for their whole lives, which only lasted 50 years at best. The moment my cousin slapped those electrified slave collars around the necks of all the Inhuman rebels I shouted hallelujah to the sky for them getting their just desserts." She let out a cathartic laugh as she snuggled with her lover. "Still, it's awfully convenient that you had that deal worked out with Johnny, isn't it?" She smirked knowingly.

"I'm sure I have no idea what you're talking about." Spidey turned away suspiciously. "All I can say is that part of the Bro Code requires hyping up your Bro to potential babes, and that no Bro can ever expose the hype for what it really is, especially to said babes."

"Then I guess you better give us some incentive not to expose your secret." She-Hulk smirked as she unfastened the seals from Hazmat's suit, removing the radiation containing device against her protests. "Don't worry my fellow Jennifer, you see this gem in my forehead?" She-Hulk tapped on the Power Gem for emphasis. "In addition to making me even stronger and sexier than I'd ever be normally, I can use it to absorb and contain any kind of energy, even radioactive energy like yours."

Hearing She-Hulk say such amazing words so casually, so happily, was too much for the already aroused Hazmat to take. Hesitantly, she inched forward towards She-Hulk, her hands trembling as they approached her face, as if worried the near indestructible gammazon might break like fine porcelain.

"It's okay." She-Hulk assured her gently as she took Hazmat's smaller hands in hers. "I can take anything you can dish out, I was just waiting for you to come out of your shell on your own. I can't help people who won't try to help themselves after all."

Throwing caution to the wind, the two Jennifers began passionately making out, slowly stripping each other of all their clothing as Peter just watched in satisfaction for a few moments. Not that he was just aroused at the sight of two of his girlfriends making out - which he totally was - but also because he was just so glad to see Hazmat finally having the opportunity to come out of her shell, if only temporarily. After a while of just watching, Peter got tired of being left out and joined in, the movies long forgotten as the three of them became sensually intertwined with each other.

* * *

 **Back in Africa**

"The time is now my fellow brothers and sisters of the Web!" Ezekiel spoke dramatically to the crowd, his glee at his approaching revenge and restoration to power rising. "In order to restore our glorious destiny, we shall march upon the city of New York, regaining the glory that is the true destiny of the Web!" He was so focused on regaining his former glory, that even with his own Spider-Sense, he failed to notice the figure rising up behind him until her hand had already forced itself through his back, clutching his still beating heart in her grasp as he looked down in shock. "What... on... Earth?" Ezekiel managed to squeak out through the delayed pain.

"That's quite enough nonsense out of you." A feminine yet authoritative voice remarked coldly as she retracted her hand, bringing the heart to her mouth and devouring it in a single gulp, much to Anansi and the now late Ezekiel's collective shock and disbelief. "I don't have time for meaningless platitudes, and I certainly don't have the patience for entitled weaklings and cowards."

"How dare you!?" Anansi protested as he stepped back in fear, only to stop cold when a set of four massive spider legs burst from the woman's back and reached around to prod his back. "I am your creator! I am you master! You must obey-HRK!" He was cut short as the dark-haired woman casually stabbed her hand through his chest, pulled out his heart, and ate it as swiftly and casually as she did Ezekiel's.

"I must obey no one." The woman grinned, her lips and prominent canines red with blood. She sadistically slammed Anansi's barely living form to the stage as another four spider legs burst from her back. Stomping on the decrepit god's head, she made sure to apply just enough pressure to make his last moments as painful as physically possible without actually crushing his head. "Allow me to tell you something you may not know about me, foolish god." She spoke down to him like the miserable, sniveling little wretch she saw him as. "My name is Adriana Soria. I was one of the first women in American history to be allowed to join the military. I fought alongside Captain America during World War II. I was one of the most decorated soldiers of my time, and I wasn't some weak and feeble nobody, who needed some pathetic Super Soldier Formula to give me a handicap. I reached greatness under my own power, I did it by making my own opportunities, and I didn't rely on handouts. My will is far too strong to be subverted by something as weak and pathetic as a mere god. This is all especially notable, as I was a woman during a time when women had to work twice as hard to get half as much respect and authority as men did. I easily could have risen to power as the most powerful and influential person on the planet after the war, and I would have ruled fairly, creating a world with no inequality between classes, race, religion, or gender. It would have been a complete meritocracy, where respect and authority was EARNED by individuals under their own power, rather than given based on titles, lineage, or connections. I had it all planned out, and it would have been paradise." Her rapture in her speech immediately turned bitter as she roughly kicked Anansi aside.

"But because I was a **woman** , the higher-ups simply couldn't allow me any chance to usurp their crooked old rule." Adriana literally spat on Anansi's still warm corpse, before turning her attention to the fearfully shaking Cindy Moon. "They tricked my whole unit and I into going into a nuclear weapons testing zone, under the belief that it was an undercover enemy camp. The shadows of the government justified it to their public face as a failed effort to make more super soldiers, but it was doomed from the start, and they knew it. They just wanted those loyal to me out of the way, and it was only by luck of my genes and sheer determination that I went into suspended animation instead of dying outright." As she said this, she ripped open the cage holding the frightened teenage girl. "They buried me in an unmarked grave, where I awaited my revival inside a cocoon, viewing the world changing around me by training my connection to the Web. Now my vengeance and justice are at hand, and I shall seize power and authority by hook or by crook, as is the right of anyone who dares to try and stand above others in the natural order."

"...Excuse me..." Cindy raised a shaking hand fearfully, asking if asking a question of a terrifying teacher in class. "Can I go home now? That maniac you killed, the first one anyway, kidnapped me about two years ago. My parents must be worried sick about me. I promise not to say anything about what you're planning, I just wanna go home."

"I understand your plight, poor child." Adriana assured the young girl as she stroked her trembling shoulders. "You were stolen away from everything you ever knew without reason, and imprisoned without justification. You have every right to want to go home to your family."

"Then you'll help me get-"

 ***Spider-Sense!*-She's gonna-!**

"...Why?" Cindy whimpered tearfully, utterly heartbroken... literally.

"Because you have something I needed." Adriana remarked coldly as she pulled her hand out of Cindy's chest, devouring her heart with complete indifference to her suffering. "I said that I understood your plight, but that doesn't mean I CARED in the least." She explained casually as Cindy collapsed on the stage, rapidly bleeding out from the gaping hole in her chest. "My time in my cocoon has made it clear to me that I can only truly rely on myself, and that it's far better and wiser to have pawns that cannot resist. I took your heart because I knew that devouring it would grant me greater power, simple as that. Survival of the fittest and all that." By this point Adriana was just talking to another corpse, so she decided to stop. "Now then, all that remains is to decide what to do with my new army." The Queen smiled sadistically as she surveyed the crowd of Spider-People gathered beneath her.

* * *

 **Back in New York**

"I think I may be pregnant." Hazmat muttered as she tried to regain the feeling in her legs.

"What makes you say that?" Spider-Man asked casually as he helped her get her suit back on. "I thought this was your first time."

"It was." She admitted as she fumbled to get her helmet back on. "But with how much of your... stuff... went inside me, I don't see how I couldn't be."

"It doesn't work like that Mini-Me." She-Hulk chuckled as she pulled her bike shorts back on. "Yeah, it can happen when you least expect it, but there are safe and unsafe days, and-"

"I know about the birds and the bees." Hazmat held up her hand in a halting motion as she tried to pull herself to her feet. "And will you please stop calling me by that stupid nickname? We may have the same first name, but other than that we're nothing alike. As for why I'm worried about getting knocked up, I just am okay? You are a fucking machine Spider-Stud, raunchy pun absolutely intended." She groaned in arousal as she stood up and arched her back.

"What can I say?" Spider-Man shrugged as he helped She-Hulk get her sports bra back on. She didn't 'need' help, but she certainly 'appreciated' it. "With the way my powers work, I literally get better with practice."

"I can vouch for that." She-Hulk purred seductively as phantom pleasure went up her spine at her lover's touch. "I mean he was good when we first started, but with the way he is now I can barely go a day without wanting him inside of me." She blushed happily as she placed her hands on her abdomen. "Although, with the way things are now, I'm gonna have a part of him inside more for the next nine months."

"You're pregnant?!" Hazmat shouted in a panic, once again fearing for the state of her own womb as Spider-Man just latched onto She-Hulk and kissed her in excitement. "How are you both taking this so well?!" She asked them in shock.

"I'm used to getting the women I love pregnant by this point, and Shulkie and I have actually been deliberately trying for a while now." Spider-Man shrugged casually as he rubbed She-Hulk's adamantium hard abs tenderly. "Hey there future Spider-Hulk, I'm your Friendly Neighborhood Spider-Daddy." He cooed happily.

"Now now babe, it could just as easily be a future Spider-She-Hulk." She-Hulk bantered with her lover as Hazmat just threw her hands up in surrender and decided to watch TV.

* * *

 **Back in Africa**

"Now then, let's see where the last piece of this supposed 'Trinity' is." Adriana grinned thoughtfully as she summoned an ethereal web, each gap between the strands showing a different scene. Despite how many there were, Adriana was browsing them all with casual ease, even as she used her remaining power and focus to empower and control even more Spider-People all over the world. _'What fools those three were. All of this power right at their fingertips, and they hadn't a clue how to use it properly. I would pity them if they weren't such detestable creatures... Well, maybe the girl deserved some pity. She went out of the frying pan and into the fire, never for even a moment aware of what she did to deserve her fate. Oh well, necessary sacrifices are necessary for a reason. I suppose I can make a memorial in her name once I conquer the world, if I can be bothered to remember what her name is.'_ After glancing at almost a hundred different windows in 1/10th as many seconds, she found what she was looking for.

And immediately averted her eyes in embarrassment.

"Well that was something I didn't need to see." Adriana repressed a shudder as she tried to get the mental image of a jade green giantess spooning a man barely half her height and a tenth her mass out of her head. "At least I know where I can find my prey now. All that's left is to formulate a plan, and to do that I'll be needing some information." With a thin grimace on her face Adriana reached into the window that had Spider-Man in it. In an instant, a flood of information came rushing through her head. "WHAT THE-!" She panicked as she recoiled in shock and disgust. "...I don't wanna say the F-word, because there's already WAY too much of that already... but SERIOUSLY!? Power derived from SEX?! I know my knowledge about my current biology is still settling in, but that's just wrong!" This time she couldn't suppress her shudder. "The worst part is that even with my new powers I'm still outmatched by this... Spider-Man and his harem. My army is strong, numerous, and blindly loyal, but I lack the force necessary to counter and consume him. I need something else to give me an edge..." Humming thoughtfully as she browsed the windows of the Web, each one displaying a different Spider or potential Spider, her gaze became all too predatory as she zeroed in on two very tempting options.

* * *

 **Back in New York - Metropolitan Sewer System**

 _'Find host, kill Spider-Man!/Find host, reclaim Spider-Man!'_ The Symbiote had an internal debate as it oozed through the pipes, following conflicting thoughts and plans to seek out some kind of host, **any** host at this point. _'Spider-Man betrays us, kill him!/We betrays Spider-Man, save us!'_

 _"How interesting."_ Adriana's mental voice cut through the ooze's internal musings, further confusing the lost alien. _"It seems that you are of two minds my fellow Spider. Fortunately for you, it's just the violent one I'm interested in."_

 _"Who is you?!/Who is you?!"_ The Symbiote questioned; half in anger, half in fear.

 _"That is unimportant."_ Adriana scoffed as she began forcing the two mindsets of the Symbiote into separate parts, the more aggressive one being given the bulk of the physical form, while the part that was still loyal to Spider-Man being given just barely enough to contain its mind. _"All that matters is that you do what I say, and in return I will give you power the likes of which you have never before dreamed of, not to mention revenge on Spider-Man."_

 _"Revenge!"_ The violent part of the Symbiote hissed in acceptance as it made the final push to sever itself from its merciful half, turning blood red as it disappeared into a small psychic web in the pipe, casting off what little remaining good it had to die alone in the pipes.

 _'Must... have host...'_ The minuscule amount of good in the Symbiote panicked as it was swept along in the now overpowering current of the pipes, barely mustering the strength to ooze out of a shower drain and onto the first living thing it could find, which just so happened to be a teenage girl. _'Any... host...'_

* * *

 **Meanwhile - Stamford, Connecticut**

 _'This is so awesome!'_ Damien Sharpe, a young superhero fan, thought to himself as he and about 60 of his classmates watched a superhero/supervillain fight from the relative safety of their bus, which had been damaged to the point of non-functioning during the brawl. _'Superheroes are the BEST!'_

 _"Do you want to be a superhero?"_ Adriana's voice whispered temptingly in Damien's head, her own superior willpower quickly overwriting his own sense of logic and self-control by putting images of him swinging through New York on webbing, wearing his own fantasy supersuit in his head. _"I can make you one, if you do me a little favor."_

 _"I wanna be a hero."_ Damien thought listlessly as he sleepwalked out of his seat and up to the front of the bus.

 _"Good child."_ Adriana lied smoothly as she forced young Damien to knock out the bus driver and pry open a panel below the driver's seat with a surprising amount of strength and skill for a child. _"Just modify the engine as I tell you to, and I'll have all the Chaos Energy I need to make you the superhero you were always meant to be."_

"Was always meant to be..." Damien muttered dreamily as he began turning the engine into a powerful bomb under Adriana's direction, heedless of his own impending death.

* * *

 **Back in New York**

"Remind me again why you suddenly came back?" Hazmat muttered enviously and bitterly as Cloud 9 (real name Abigail Boylen) cuddled up with Spider-Man.

"Nobody told me that the world's greatest superhero was gonna be our boyfriend if I stayed." Cloud 9 cooed excitedly in her new brown leather aviator get-up, as she and Spider-Man circled the room on her cloud. "Besides, I don't NEED to be in the thick of things to be a superhero, do I? I can just focus on learning how to make my cloud bigger and faster, and giving the rest of the team a lift. Just think of Cloud 9 as your own personal Flying Nimbus handsome." Abigail winked at Spider-Man, not that he could see it under her aviator goggles.

"Never really got into Dragonball much." Spider-Man chuckled as he dismounted the cloud, landing comfortably between his two Jennifers. "I mean, the first saga was okay, even pretty good if I dare say. But everything from Z and onward was just too heavy on the beam spamming, tired cliches, and stagnating episodes to stay entertaining. It almost got as bad as Star Wars once aliens started getting involved."

"You hate Star Wars?!" Hazmat gasped in shock. "How can a nerd hate Star Wars? Isn't that a crime against nature or something?"

"A crime against nature would be something like heroes fighting other heroes over pointless nonsense." She-Hulk gave a none-too-subtle wink to the screen. "A nerd hating Star Wars is just a simple difference of opinion. Nothing to get too worked up about only to instantly regret it."

"Are you trying to tell me something Shulkie?" Spider-Man questioned his lover. "You're getting that weird look in your eyes again, you know the one."

"Oh I know it." She-Hulk grinned as she pulled all three of them into a big hug. "Don't you worry that handsome little head of yours. Just keep doing the right thing and keep adding more and more girls like Cloud 9 here to your harem, and you'll never have to find out."

"I'm in? I'm in!" Cloud 9 cheered excitedly. "You two heard her right? She totally says I'm in, so that means it's okay for me to be here, right?" She stared at Spider-Man in eager expectation.

"Of course you're in." Spider-Man chuckled before kissing her deeply, the relatively simple act of his mouth exploring hers nearly making her climax from sheer pleasure. "At this point I'm mostly just accepting any girls that wanna join. I mean, turning down a girl at this point would just be hypocritical of me."

 _'You could stand to do it a little bit at least.'_ Hazmat silently fumed for about five seconds, at which point Spider-Man took notice of her sullen expression and began massaging her legs to brighten up her mood again. "...Dammit, why do you have to make it so impossible to hate you?!" She quivered pleasurably as she collapsed in his arms.

"My Spider-Sense has been getting a lot better since I killed Osborn." Spider-Man explained as the light on Hazmat's helmet that blinked whenever she was going to the bathroom - or releasing certain other fluids from her nether regions - started going off. "When someone that means a lot to me is in some kind of trouble or distress... I can just feel it, you know? Same with their emotions, I just understand them better now."

"Does this mean that I mean a lot to you?" Hazmat grinned as she nuzzled into her lover's strong chest.

 ***Spider-Sense!*-TROUBLE EVERYWHERE!**

"Something's wrong!" Spider-Man panicked as he separated from his girlfriends, confusing them by his sudden change in behavior. "My Spider-Sense, it's going off stronger than ever!" He explained as he activated the police scanner in his suit, listening for any signs of strange activity. "Something's happening. I don't know what exactly, but I do know that it's really, really, REALLY bad!"

"I'll put a call in to the Avengers." She-Hulk snapped up and pulled out her private Avengers line. "See if they know any-" ***Brring*Brring*** "Could not have timed that better if I tried." She muttered worriedly as she answered the communicator. "She-Hulk here, what's the emergency?"

"People with Spider powers." Iron Man answered, momentarily offending Spider-Man before he picked up on a very worrying communication from some officer named DeWolff. "We don't know how just yet, but people with powers similar to your boyfriend's are popping up all over the state of New York, causing havoc and devastation wherever they go. I'm not pointing fingers or anything, but I'm hoping Spider-Man might know what the deal is with all these hundreds of copycats running around."

"I don't know what's going on, but I know someone who might." Spider-Man replied after hacking into Iron Man's frequency, cutting him out and switching to Galacta's personal line before the armored Avenger could protest having his system hacked.

"I know what you're going to ask Spidey, and I just want you to know that I had nothing to do with this." Galacta preempted his question. "If anything, this is only vaguely related to me. I repeat; this is NOT the result of my actions messing with you and the Web, merely a reaction to them. I had NO influence in making this decision."

"Then I don't suppose you have any idea who did?" Spider-Man asked as he jumped out the window, Cloud 9 and Hazmat following immediately after on the former's cloud, and She-Hulk jumping from rooftop to rooftop shortly after. "Or anything about how they did it?"

"The most likely candidate is Anansi, the Spider-God." Galacta replied as Spider-Man saw some officers trying to restrain a gliding brunette in a red and yellow jumpsuit, only to get zapped when she flew by and touched them. "He's the former owner of the Web, and the only person I know of who could possibly retain enough control of it to empower and brainwash so many potential Spiders."

"I thought you said brainwashing wasn't gonna be an issue anymore after what you did to the Web." Spider-Man replied as he shot some webbing at the Spider-Woman, only for her to preempt his ambush and dodge, leaving him easy prey for a solid kick to the gut as he failed to pull away from his descent quickly enough. "Okay, I really need to work on my abs more." He winced as he rubbed the soreness away, quickly flipping over the Spider-Woman and managing to land a glancing blow on her back as he did so.

"Let me guess, you're chatting while fighting again, aren't you?" Galacta chuckled amicably as Spider-Man bobbed and weaved through Spider-Woman's highly precise strikes. "Anyway, like I said before there are gonna be a few side effects while the new structure of the Web gets settled. Anansi must have had some residual control left, and he's using that to brainwashing his victims in a bid to regain power." She explained succinctly as Spider-Man got a glancing jolt of energy from Spider-Woman's hands. "Don't worry about the Spider-People too much sweetie, they may have similar powers to yours, but they're all somewhat different. Most only have the bare minimum amount of strength to be called super, and even brainwashed they don't have your fighting experience. You got this."

"No fighting experience? This chick is like something out of a Bruce Lee movie." Spider-Man quipped in protest as he tried to put some distance between himself and his opponent, only for her to keep up with him every step of the way.

"I got your back Bae!" Finesse called out as she leaped into the scene, comboing a toss of her bouncing black and white shield with an arrow to ricochet off each other, and strike Spider-Woman from two angles, while Finesse herself rushed in with bolas from a third angle. Trying to avoid the shield merely led to her getting struck by the arrow and bola, before Finesse grabbed the shield out of the air and slammed the domed side into Spider-Woman's torso. "Damn, I am getting good at this!" She grinned as she turned Spider-Woman over and hogtied her in two seconds flat.

"Yeah, a little too good." Spider-Man joked appreciatively. "How did you have such an easy time, while I was getting my butt handed to me? And how did you get here so fast? Your response time is through the roof."

"She was using advanced SHIELD combat training." Finesse explained as she placed a tracking device on the restrained Spider-Woman, signalling her for pick-up. "I recognize it from the SHIELD training videos I saw. As for how I got here, a SHIELD agent named Jessica Drew went missing a few months ago, so when Iron Man noticed her tracking beacon showing up all of a sudden in the middle of New York I volunteered to investigate."

"So she's with SHIELD then?" Spider-Man remarked curiously as Cloud 9 and Hazmat arrived. "That would explain why she was so hard to pin down. Hopefully the rest of the Spider-People will be easier to get under control then."

"The rest of them?" Finesse remarked uncomfortably as she looked around, only now noticing the uncharacteristically large number of people causing chaos all around with spider powers. "...That's a lot of Spider-People." She remarked uncomfortably.

"And none of them are in control of their actions." Spider-Man remarked bitterly, his involvement in this happening, no matter how small, making him twice as determined to stop it. "You guys let everyone know that these people are being controlled against their will by an evil spider god named Anansi, and are NOT to be seriously injured."

"And what are you gonna do?" Cloud 9 asked worriedly, the rookie not yet fully prepared to be doing actual hero work, even just in a support role.

"I'm gonna try and get to the bottom of this." Spider-Man replied as he slung the struggling Jessica Drew over his shoulder and fired off a webline. "Make sure She-Hulk doesn't overexert herself!" He called back as he retracted his web and shot off through the air.

"Why would he be worried about She-Hulk overexerting herself? She's not even on Earth right now." Finesse asked, only to be proven wrong as She-Hulk landed several meters behind her, casually scooping up and knocking out a Spider-Person in each massive hand. "Okay, so she's back early, but she's still super badass."

"She's also pregnant." Hazmat explained, shocking and elating Finesse at the happy news. "Hey Shulkie! Spidey says not to get too worked up!"

"I got it, I got it." She-Hulk remarked nonchalantly as she pounced on another Spider-Person with a grace that defied her size, easily knocking them out with a gentle tap to the forehead. _'I'm not even showing yet and he's already this worried. I knew I picked a good husband.'_

* * *

 **Elsewhere in New York - A Middle School**

"Mommy, why are you doing this?" A young redhead girl with pigtails and a pick hoodie cried to herself softly as she watched a redheaded woman in a red velvet colored, spider-themed jumpsuit and mask effortlessly countered the well coordinated strikes of the Runaways. _'I don't understand mommy. First you disappeared for so long, making grandma and grandpa really worried and angry. Now you're back, but you're trying to hurt me and my friends. I'm scared mommy, please stop being so mean.'_

"Don't worry Rachel, I'm sure there's a perfectly good explanation for why your mommy is acting this way." Gert assured the little girl quietly, so as not to let anyone else overhear. "There isn't a mommy or daddy in the world that doesn't want their child to be loved and safe." She lied smoothly, knowing from hard experience that it wasn't true. "I know it must be hurting her as much to do this as it hurts you to see it."

"How do you know?" Rachel cried into Gert's chest. "How do you know mommy doesn't want to do this? Molly is always talking about how much you think all parents are evil!"

 _'Dammit Molly, do you have to talk so much about your hero work and family to your classmates?'_ Gert huffed bitterly, though not angrily, she could never be angry at her precious little sister. Suddenly, as she noticed her boyfriend Chase managing to corral Rachel's mother Julia into a fire cage with him and the rest of the Runaways, an idea entered her mind about how to assure Rachel that things were going to be alright. "Rachel, I'm going to tell you a secret about mommies and daddies, but you have to PROMISE not to tell ANYONE about it. Do you understand?" Gert was satisfied by Rachel's simple nod in agreement. "Okay then, the thing about mommies and daddies is... until you are, or are about to become a mommy or daddy, then you have no way of knowing for sure if mommies and daddies are good or bad. Do you wanna know how I know that?" Rachel nodded again. "Because my boyfriend Chase and I are gonna have a baby of our own pretty soon, and I just know that we're gonna be awesome parents." Gert smiled gently as she rubbed her belly, glad that her own above-average level of body fat kept her pregnancy hidden well into her second trimester. "So cheer up kiddo. I know that once your mommy calms down she's gonna be so glad to see you again, and so sad that she had to go away for so long."

"You and Chase are gonna have a baby?" Rachel grinned excitedly, making sure to keep her voice at a whisper.

"That's right, but remember, you can't tell anyone." Gert grinned as she ruffled Rachel's hair affectionately, happily enjoying this little preview of what things will be like with her own baby someday. "It's a secret that even my team doesn't know yet."

"What are we whispering about?" Spider-Man whispered to Gert, shocking everyone with both his sudden arrival, and the hogtied woman slung over his shoulder. "Hey Gert, do you mind keeping an eye on this for me for a second? Thanks." He waved goodbye as he dropped one Spider-Woman off his shoulder to jump into the fray with the other one, leaving Gert worried that her adoptive brother no doubt overheard her talking about her teen pregnancy.

"About time you showed up, Spidey!" Nico frowned as she fired a blast of magical energy from a metal gauntlet on her left arm, while Karolina tried and failed to keep the Julia in one place with her forcefields. "This crazy bitch copying your act is trying to turn this school into the next Columbine, and we can't get a hold of her!"

"It's not her fault, she's being controlled by an evil spider god." Spider-Man defended Julia, while also trying, and failing, to restrain her. Noticing the dry looks he was getting from the Runaways, he just shrugged as he dodged a psionic web Julia launched from her wrists. "I know, this can only happen to us, am I right? Nice gauntlet by the way Nico, it really suits you."

"This isn't a gauntlet, it's a magic prosthetic!" Nico shouted angrily as she slammed her left hand onto the ground, creating a burst of violet energy that shattered the ground around her, some of the debris managing to trip up Julia, although the heroes got caught up in it too, mitigating the usefulness of the tactic. "Mrs. Carpenter's crazy partner cut my arm off!" She pointed angrily at a magically bound, short-haired brunette in a predominately black and red Spider-suit, with four large, yellow spider legs sticking out of her back. She was just outside of the cage, and strictly guarded by Molly, who stood at attention and saluted like a soldier.

"You lost your arm!?" Peter panicked worriedly for his gothic girlfriend.

 ***Spider-Sense!* Look out for-**

"Oof!" His Spider-Sense was too slow, as Julia snagged him by the arms and legs with her psionic webs. "What the-?! How did you hit me faster than my Spider-Sense could-?" At then it hit him, both figuratively and literally, as while Julia punched him hard in the chest, Peter remembered that Nico said they couldn't get a hold of this unwilling copycat. _'Her Spider-Sense must be stronger than mine.'_ He realized as he tried to roll away, only to be easily out predicted. _'That must be how she's so powerful even without training. I know from experience how easy it is to beat someone when you know what they're gonna do well before they do it.'_

"Stay away from him you... **Spider-Slave!"** Nico shouted angrily, her momentary lack of focus at seeing her boyfriend getting pummeled accidentally activating her Staff of One, turning Julia Carpenter into her obedient slave.

"What... what happened?" Julia muttered as the spell shook the effects of her brainwashing away. "Where am I?" She asked fearfully as she looked around, shaking in her suit as she noticed that she was surrounded by angry looking superheroes, with one in particular pinned beneath her. "Spider-Man! What was I doing? Why are you here? I-"

"Stop talking." Nico ordered her as she ran over, her massive breasts smacking into the older woman and knocking her down off of Spider-Man. "You are going to tell me why you were attacking this place, why there are so many Spider-People running around the state, causing a huge ruckus, and who made you do all of this."

"I... I don't know what you're talking ab-wait!" Julia panicked as she remembered something. "I can remember getting a headache after dropping my daughter off at school... then someone ordering me to go... somewhere, I can't put it into words exactly." She grunted as she clutched her head, trying to remember something just out of reach. "I... I can't remember exactly who or what's been telling me to do these things, but I do remember something about... bringing Spider-Man to some... master of some sort, a Queen I think."

"A Queen?" Spider-Man inquired curiously. _'That's weird. If I know my mythology, then Anansi is a male god. Something's screwy here.'_ Deciding that was a question for another time, he gently grabbed Julia by the shoulders and looked her square in the eyes. "Listen, Julia was it?" She nodded. "I'm gonna need you to do something for me, and it might seem a little weird, but I wouldn't ask if I wasn't at least... 30% sure you could do it."

"Only 30%?!" Julia began to panic again.

"Don't worry, it's nothing too dangerous." He assured her as he signaled for Chase to disperse the fire cage. "Now do you remember the feeling you got whenever someone was about to hit you in this fight? The feeling that made you want to dodge one way or another."

"Vaguely." Julia nodded, something about Spider-Man's voice just so soothing to her. "What about it?"

"I'm gonna need you to focus on that feeling as much as you can." He explained. "Someone tried to hijack control of my body once before using that feeling, and I'm pretty sure you're better at using that feeling than I am. With a little determination, you should be able to use that feeling to get us some clues as to who's behind all this."

"But what if I lose control again?!" Julia panicked, setting the Runaways back on edge. "They made me do... something before. What if they make me do something worse this time?"

"I won't let that happen." Spider-Man gave her shoulders a reassuring squeeze. "I'll be right here to help you however I can if something happens."

 _'How can he be so calm about all of this?'_ Julia wondered in awe as she found herself being taken in and put at ease by his words. _'I know he's a hero, but this could just as easily affect him too if things go wrong. How can he have so much confidence in someone he's only just met?'_

 ***Spider-Sense!*-Open your mind!**

All at once, images and memories of Spider-Man's sheer strength of will and determination came flooding into her mind. _'This is... Amazing... Spectacular even... He's done all of this?'_ Julia blushed as she gazed at Spider-Man in a whole new light. _'Such bravery, such strength, such kindness... such talent in the bedroom!'_ Her blush became even hotter as she fantasized Peter doing those things to her. _'I've never seen a man get so big, or last so long! And he really just keeps getting better and better the more women he fucks?! Oh yeeaaaahhhh~!'_ As she continued to browse the memories, she unknowingly began broadcasting her thoughts to all nearby Spider-People, including Jessica and the other unconscious Spider-Girl (Mattie Franklin) that was already down for the count.

 _'Hello new boyfriend~!'_ Jessica, Julia, and Mattie catcalled mentally, each of them taken by surprise as they realized they were sharing their thoughts with not just each other, but the new object of their shared affections as well.

"Well... ignoring that bit of awkwardness." Spider-Man scratched the back of his head nervously. "So do you think you can do this for me?"

"Only if you do something for us afterwords handsome!" Mattie grinned eagerly, the shared memories and thoughts rousing her and Jessica from their brainwashing as well.

"What she said." Julia grinned as she flung her arms around Peter lovingly. "My little girl needs a step-daddy, and you're the best man for the job."

"How broken can your sex appeal be?!" Chase shouted at his adoptive brother enviously, wiping tears from his eyes before anyone could notice.

"Apparently pretty broken." Peter remarked as Julia began flooding his mind with both her own memories, and those of Jessica and Mattie. The whole experience lasted only a few seconds, but to Peter it was like months of dating, getting to know all about each other. How Jessica was kidnapped by HYDRA as a child and experimented on before escaping into SHIELD protection. How Julia lost her husband to the mob and was left to raise Rachel on her own, quite well at that. How Mattie was bounced from orphanage to orphanage for years, then lived on the streets when she ran away, robbing various odds and ends to stay alive. All of their hardships and joys were being fed into his mind, and Peter, being the loving guy that he is, accepted them all. "Okay, you help me out here, and you can start calling me Daddy Long-Legs."

"You're already a father, and a damn good one at that." Julia smiled as she instinctively took his head in her hands, placing her forehead against his. "Just... place your trust in us, and we'll do the same for you."

* * *

 **Meanwhile - A Local Cafe**

"Dammit! This is not what I needed right now!" A man in a light blue spider-themed hoodie with the arms torn off, jeans, and a red shirt and mask frowned as he webbed up another spider-person. "I just went out for a cup of coffee, and now I'm fighting off an army of mind slaves with spider powers! Where are the Avengers when you need them?!"

"They're too busy dealing with other attacks all over the city!" Answered a dark-skinned woman who was hiding under the counter, along with several customers. "Besides, you're Spider-Man. This sort of thing should be a piece of cake for you!" She looked at him hopefully.

"I'm not Spider-Man! I'm..." Ben Reilly floundered for a bit before coming up with something on the spot. "...Scarlet-Spider." He finished lamely as he casually tossed another spider-person over his shoulder and webbed them to a wall. "And for the record, I'm not a hero. I'm just a guy with spider-powers, trying to live a simple day to day life. I didn't ask for any of this." He grunted as he boarded the door with a table and some webbing. _'Being a hero is Peter's thing, I'm just... a clone, a nobody who happens to have the same genetics as a real hero.'_ He may have taken his name from a combination of Ben Parker's first name, and May Parker's maiden name, but Ben Reilly was taking every step he could to prove that he was his own man.

"Well whoever you are, you're totally my hero at least." A short haired platinum blond in a green and black stripped midriff and skinny jeans grinned as she approached Scarlet-Spider eagerly. "Hi there, I'm Desiree Winthrop, amateur model and huge party girl. It's a pleasure to meet you Scarlet-Spider." She pressed her chest against him seductively.

"Don't mind my co-worker, she's just a total slut for superheroes." An equally attractive, long haired redhead in the same outfit pushed her friend away. "My name is Elizabeth Tyne, and I love reading, sunbathing, and gentlemen who know how to treat a lady right. My dreams for the future are to go pro in the modelling world, and eventually work my way into modeling maternity clothes." She traced circles on Scarlet-Spider's chest, weirding him out as he backed into a wall.

"Pay no attention to my clients, I just got them a nice contract and we came here to celebrate." A short haired redhead in a pinstripe suit pushed both models aside and forcefully handed Scarlet-Spider her card. "The name's Carrie Bradley; stockbroker, self-defense instructor, and agent to up-and-coming stars." She spoke fast and with purpose, like a slick talking saleswoman out for a huge score. "I can tell you're a guy with a good head on his shoulders and a bright future ahead of him. Work with me and you could be a future millionaire: the first superhero to double as a superstar, or at least that's what we'll tell to marketing. I'll even promise to keep your identity strictly between us. What do you say handsome, you in or out?"

"Give the poor guy some space, will ya?" An angry looking goth with wild black hair pushed the busybodies away. "Sorry about my friends making your job so much harder than it has to be." She apologized to Scarlet-Spider, who was as vividly red under his mask as his namesake color. "They're just huge superhero nuts, and they made a stupid pact that if they ever ran into an actual superhero - a male hero, mind you - they'd all start trying to seduce him at once. They even made a second pact to be okay with sharing the same guy if they suggested it. Sounds crazy, doesn't it?" She gave him a reassuring pat on the shoulder while shaking his hand in gratitude.

"Not nearly as crazy as you might think." Scarlet-Spider remarked dryly as he looked at the card the goth girl had slyly placed in his hand while shaking it, the name Jessica Carradine and her phone number written on it. "Believe it or not I know a guy who's been getting involved in that sort of thing himself." He muttered disinterestedly.

"Is that so?" Desiree grinned playfully as she and her three friends shared a mischievous look, before circling Scarlet-Spider like hungry sharks. "So I take it a nice, upstanding guy like yourself knows how to party?" She caught his attention with a cup of coffee and a condom.

"Party like a gentleman, party with power." Elizabeth teasingly took the two items from Desiree, handing the coffee to Scarlet-Spider, and tossing the condom aside. "Party some babies into us?" She twisted her torso from side to side seductively.

"What is wrong with you two?!" Scarlet-Spider panicked as he began to regret barricading the door.

"It's part of the pact I mentioned before." Jessica purred as she wrapped her arms around him from behind. "The pact that I forgot to mention I was part of too." She grinned as she dug her nails into his sweater.

 ***Spider-Sense!*-Sexy Party!**

 _'This is both awesome and terrifying.'_ Scarlet-Spider thought as the four girls jumped him. _'I can see why the original Spider-Man likes this so much.'_

* * *

 **Meanwhile - Alchemax Legal Department**

"This is the last thing I needed right now!" Petra Parker grunted as she struggled to pull her clothes on and fight off hordes of mindless spider-people at the same time. "Seriously, you people just HAD to attack right when I was about to go all the way? You couldn't have waited about half an hour before ruining my social life?" She growled as she tossed five spider-people through the door at once, webbing them to the wall after they crashed into it. "It was bad enough when I was a man, but you'd think the universe would cut a woman a break once and a while, right?! Well too bad bitch! Chivalry is dead, and so too will whoever is responsible for this bullshit!" She winced as she pulled on her suit a little too quickly, immediately pulling her mask over her face to hide her pain.

"Petra, don't you think you're overreacting a bit?" Questioned a nervous looking woman with short black hair, who was stripped down to her black lace undergarments. "I know we've been anxious about our first time together, but remember that these people aren't in control of themselves."

"Oh I am well aware that they aren't in control of themselves Jazinda." Petra chuckled darkly, unsettling both her girlfriend and Evangeline, who was cowering behind her desk despite her size and strength. "I just don't fucking CARE that they can't control themselves! Do you wanna know why?" She hissed dangerously as she pulled off an ax kick on one guy, before roundhousing another in the gut. "Because I am on my FUCKING PERIOD right now!"

 ***Spider-Sense!*-Shit got real!**

In an instant, the surge of spider-people rushing into the office for whatever reason suddenly stopped cold, as if someone had just stepped across their collective graves. As Petra, decked out in her hastily donned super suit wobbled menacingly, every single one of the controlled spider-people, in what little of their conscious minds were still aware of what was happening, felt as though she every step Petra took was the step of the reaper herself.

"...Oh. My. Gods..." Jazinda muttered fearfully as she tried to avert her eyes from the brutally one-sided beatdown her girlfriend was giving dozens of spider-people, only to find her gaze instinctively drawn to the increasingly attractive woman she loved. "I am gonna marry that woman." She sighed longingly, her outspoken attraction to the beating getting an unsettled glance from Vange.

"Do any of you have any idea what it's like being a man trapped in a woman's body?!" Petra cried in a mixture of savage fury and painful sorrow, as she barreled through the halls, brutally knocking out everyone that dared cross her path. "I have all sorts of weird feelings, aches, pains, and confusing hormones and bits that I never had as a man! Life was simpler when I was a man! I didn't have to go through this complete AGONY every single month! My mind is attracted to boobs and vaginas, but my body is attracted to DICKS! It's so fucking confusing, and so fucking hard! God, life would be so much easier if I just had a shapeshifter or a hermaphrodite for a lover!"

"I'm a shapeshifter!" Jazinda admitted as she clung to her lover like a slave girl in a sci-fi poster, her skin turning green as her chin became ridged and her ears became pointed, shocking her lover of the past several months. Quickly realizing what this looked like, Jaz got up and dusted herself off sheepishly. "Well technically I'm a Skrull, which are, by default, shapeshifters. I'm actually not supposed to be here in all honesty, what with galactic laws and all, but I accidentally ate the most precious and valuable artifact of my entire race a while back, and the only way to get it back is to compress my entire body until all my organic matter is juiced away to leave the artifact behind, and I clearly don't want that so I had to run away and... I'm babbling because I'm just so attracted to you that I can't think straight sometimes." She chuckled nervously.

For several long and awkward seconds, Petra just stared at Jazinda as she processed what was happening. _'My girlfriend is an alien shapeshifter on the run from her people, I'm fighting against an army of spider-powered mind-slaves, and I'm more focused on how horny I am than on the seriousness of these situations.'_ She took a deep breath, counted to ten, and let out a sigh. "What the hell, I may as well count my blessings, cut my losses, and go full throttle into the abyss." She grabbed Jaz and kissed her deeply, greedily exploring her mouth with her tongue, and fondling her from top to bottom with her sticky fingers. When they parted, Jazinda was a quivering, barely coherent mess of an alien lesbian, while Petra just looked hungry for more. "Two things are going to happen from now on Jaz." Petra grinned as she counted off on her fingers right in front of Jazinda's face. "First off, I wear the pants in this relationship. Just let me take the lead and be the responsible one in everything except your day job. Understand?" Jaz nodded happily, more than willing to let Petra be the dominate one in their relationship. "Second, you CLEARLY don't have the stamina to keep up with me by yourself, so I'm gonna need to hunt down some more lovers. We're gonna be one big happy lesbian harem, where everyone loves everyone equally, and we all live together in a big fancy mansion. I'll still be the Alpha Female of course, and unless we can get another shapeshifter, you'll be the designated sperm donor. Understand?" Jaz instantly went wide-eyed in absolute joy and ecstasy, already enthralled by the promises her lover was making her.

"That sounds absolutely perfect." Jaz purred contentedly as Petra scooped her up bridal style and made a beeline for her private office. "Can we get started right now?"

"Get started with what exactly?" Petra growled like an apex predator about to feast, Vange suppressing a shudder at their public displays of affection as she set to work bandaging up the poor mooks. "Letting me take charge? You're already my bitch in heat. Building our harem? My foster sister Karolina has been giving me the eye for weeks now. Making babies? Yes to all of the above." With that, she slammed the door to Jazinda's office and webbed it shut. Against her wishes, Vange couldn't help but overhear the very loud sexual noises coming from the door.

 _'Note to self: Soundproof the whole office.'_ Evangeline shuddered as she continued patching up the unconscious civilians.

* * *

 **Meanwhile - Kinney Family Apartment**

"Are you sure you aren't going to go out and help the rest of the Avengers?" Dr. Sarah Kinney, reformed mad scientist of HYDRA asked her guest somewhat nervously. "I'm quite certain that they could really use your help."

"Nah, it's more important that I'm here right now." Logan scoffed gruffly as he downed half a cup of coffee in a single swig. "Gotta make sure nothing happens to... ya know."

"Do not be so aloof father." Laura scolded the elder mutant mildly as she took a sharp knife from her albino daughter. "No Bellona, I told you before, no teething on the cutlery." She chided her daughter as she gave her a small metal pipe with many small dents, which the infant quickly began adding to. "Use this instead." The teenage mother then turns crossly to her father. "She gets her rebellious nature from you." She calmly remarks as she stops Zelda from picking on Gabby. "Zelda, no. You protect family, you do not hurt them." She wagged her finger mildly at the firstborn of her triplets, who had the instinct to look sorry when admonished.

"I still don't know how she manages it so easily." Sarah sighed sadly, guilt and remorse flashing across her face. "I was a horrible parent to her for her whole life, and whenever she acted out with her powers it just made me angrier and more frustrated." She shook her head, aware that her daughter was obviously hearing everything, yet continuing her self-deprecation out of guilt. "Yet somehow she manages to raise three little mutant troublemakers with ease and happiness. Clearly when it came to nature vs. nurture, it was her nature that won out in the end, and by a huge margin at that."

"Mother, stop being stupid." Laura scolded her easily with a playful boop on her mother's nose, but an incredibly serious and deadpan expression on her own face. "The progress in studying mutant biology you have made at Alchemax has already gone a long way in providing a better standard of living and coexistence for mutants and humans alike." She paused as she deftly caught the teething pipe Bellona threw at her without even looking. "You were bad, now you are atoning, just like me." She remarked before going back to give Bellona another scolding about not throwing her toys.

 _'Still, I gotta admit that Sarah's got one point. I will never understand how she does that so easily.'_ Logan looked on in astonishment as Laura pulled a large plastic bowl out of the cupboards and filled it with freshly cooked applesauce she'd left cooling on the counter. She then put a cloth towel on the floor, placed the bowl on the towel, and watched happily as Gabby, Bellona, and Zelda quickly crawled over to the bowl and began eating like a pack of dogs.

"Should we do something?" Sarah asked Logan worriedly in hushed tones, as their granddaughters devoured their meal like wild animals. "This is clearly not normal behavior for children their age."

"They are clearly not normal children." Laura reminded her mother casually. "This just shows that they have good instincts." Suddenly, Laura's eyes went wide as a familiar scent entered her nostrils. "Trigger Scent..." She gasped in shock as her thinking became fuzzy and her head started to throb.

"Oh no!" Sarah panicked as she rushed over and placed herself between her daughter and granddaughters, immediately recognizing the signs of Laura's feral state. "Logan, the children!" She commanded urgently.

"Do not worry, under control!" Laura grunted as she shook the blur from her clouded mind, shocking her mother, while getting a proud grin from her father. "Trigger Scent cannot control me anymore. Just smells really bad, like father's farts." She quipped, eliciting a disgruntled grumble from the older feral.

"You've been spending too much time with the Webhead." Logan grunted as he gathered up his granddaughters in his arms, their faces also scrunched up and crying in disgust at the odor. "You're starting to talk like him."

"There are worse fates." Laura frowned as she traced the scent to the ventilation shaft, grabbing and donning a replica of her father's mask as she did so. "Keep mother and my daughters safe father. I have a lizard to cauterize." She frowned as she slashed open the vent and crawled through, trusting her parents to guard her children while she was out.

"What do you think she meant by that?" Sarah asked curiously as Logan shook his head in exasperation.

"The Trigger Scent was made by HYDRA, remember?" Logan frowned as he brought his grandchildren to the bathroom and turned on the fan, quickly clearing the air. "Hercules killed their namesake by burning their neck stumps after decapitating them."

"And you're still not going to help her?!" Sarah panicked as she began wondering all the things that could go horribly wrong. "They tortured and experimented on her for YEARS! You don't know what they're capable of, what resources they have at their disposal! Laura is tough, but she's not tough enough to take them on by herself! I was lucky enough that Spider-Man and the Punisher got me out of there with my life, but if HYDRA has come to take her back-!"

"Shut-up and listen up." Logan cut her off bluntly as he started running a bath for the little ones to get the smell out, leaving the bowl of applesauce within reach for them to snack on until the tub was ready. "I get it, you feel guilty about making her life hell all for your little science experiment, and you wanna make it up to her. That's fine, just don't get a martyr complex and start doing suicidal bullshit to try and make things right." Sarah looked down at the insinuation, because it was entirely true. "She's already told you time and again what you've gotta do to make up for it. Just keep on studying mutant biology, trying to find way to make our lives, and the world as a whole better. She told me to stay here and guard you all while she takes care of business, so that's what I'm gonna do." He remarked as he turned off the water and started undressing his grandkids for their bath. "I've seen her in action before, and she's got this. I'm her father after all, so I know her skills and limitations."

"You didn't even know she existed until a few months ago!" Sarah countered worriedly as she anxiously paced the hall outside the bathroom. "Even without the Trigger Scent, HYDRA is still too dangerous!"

"Not for her they aren't." Logan chuckled as the faint sound of screams of pain and terror reached his keen ears via the vents. "I've dealt with HYDRA more than a few times myself, and there's nothing they can dish out that I can't take. The only reason they were ever able to control Laura is because they conditioned her to fear them, and hate the Trigger Scent. Thanks to the Webhead though, all of that fear and hate is gone." He chuckled playfully as his granddaughters splashed water on him in protest of their bath. "Don't ever tell him I said this, but the kid's a good fit for her. They bring out the best in each other, despite my own reservations."

 ***BA-BOOM!***

"Case and point." Logan grinned knowingly as Sarah rushed to the door to investigate the sudden explosion.

"I am back." Laura remarked casually as she strolled into the room, her clothes only slightly damaged and coated in soot and the blood of her enemies, her right hand dragging Kimura's corpse behind her by her hair. "My assumption was only partially correct. Kimura was attacking, but she seems to have lost the support of HYDRA, resorting to common thugs to aid her. I could not stop her without resorting to lethal force, but the rest of them are tied up in the basement. I still need practice." She shook her head in disappointment.

"...I don't believe it." Sarah gaped in shock at her daughter's greatest personal enemy, reduced to a stiff, cooling corpse. "How did you kill her?! Her skin is completely impervious to your claws!"

"Her skin was, her eyes were not." Laura answered evenly as she started cleaning herself off with a towel and the kitchen sink. "Stabbing her brain through her eyes was easy. Her anger at both me, and her treatment by Deadpool prior to her escape during this attack was her greatest weakness. Not to mention she had no real skill as a fighter. Why did I ever fear her before?" She asked herself curiously, before shrugging it off, deciding that such matters were unimportant.

Sarah, for her part, was still having trouble computing just how much her daughter had grown in skill, maturity, and control in such a short time. _'And I had nothing to do with this.'_ Sarah brushed away her tears sadly. _'It was all Spider-Man and... and her father who helped her grow into such an astonishing young woman. If anything I've been holding her back with my own fears.'_ She shook her head sadly, steeling her nerves for what she was about to do. "Laura," The scientist began as she approached her daughter, who immediately turned her attention to her. "I... I am proud of you." She stuttered as she embraced her daughter with a warmth, attentiveness, and love that she never knew she was capable of. "I have no right to be, given my role in making much of your life so horrible, but I know how much you need this closure, this resolution to the emotions that burn through both of us." Both mother and daughter were crying and shaking in a mixture of joy, heartache, and relief by this point. "I love you so much Laura..." Sarah whimpered in a trembling voice. "And I promise to be a much better mother to you, a better grandmother to Zelda, Bellona and Gabby, and if he'll accept me... a better lover to your father." Sarah didn't need super hearing to tell that Logan nearly choked on his own saliva in shock when he heard that from the bathroom.

"You do not need to do that just for me." Laura assured her mother gently, the thought already more than enough.

"Who said I'm doing it for you?" Sarah teased her daughter playfully. "Being a single mom gets insanely lonely, and I'd have to be CRAZY to pass up a sexy catch like Logan."

"I am not hearing this!" Laura panicked as she covered her ears, unsure why she was so uncomfortable hearing her mother talking about her father in such a way, but desperate not to hear it regardless.

"And I know you'd just LOVE to have a little brother or sister." Sarah continued mischievously, having too much fun playing around. "Full-blooded siblings, from me that is. Between you father's natural wanderlust and Spider-Man's polygamous relationship giving him ideas, I sincerely doubt that I'm going to be your father's only mistress, or even his first for that matter."

"You do know I can hear you, right?" Logan complained bitterly from the bathroom.

"You were meant to." Sarah catcalled seductively in return, causing Laura to gag in response, too preoccupied by her embarrassing mother to notice a pair of glowing pink wings zoom past the window.

* * *

 **Meanwhile - New York Skyline**

 _"Gotta get to Avengers Tower!"_ A familiar gargling voice echoed as a vision of various skyscrapers flew by. _"Carnage-Queen is there! We have to destroy Carnage-Queen! Save Spider-Man! Mate with Spider-Man! Solidify WEB! Protect ALL REALITIES!"_

 _"Yeah, you go do whatever you want, you freaky alien goo slash voice in my head."_ A voice that was halfway between goth-girl and emo-girl replied. _"I'm just coming along because you promised me superpowers and a shot at getting with my favorite superhero. Seriously, between the spider-theme, his hilarious satirical sense of humor, and his lack of regard for any form of authority that tries tirelessly to keep him down, Spider-Man is the sexiest son of a bitch on the fucking planet."_

 _"Hmm, maybe this was a bad host to bond to."_ The Venom Symbiote snarked.

 _"Beggars can't be choosers punk!"_ The girl grinned the signature Venom grin as her suit began to bubble and warp mid-swing. _"Now let's see if I can't make this suit a bit more to my liking!"_ She let out a cackle as three long black spikes shot out from the back of her head, multiple spike-studded belts wrapped around her waist and wrists, and her shoulders formed into thick shoulder pads. "HELL YEAH NEW YORK CITY! Say hello to Mania: The Spider-Hero for Fun! FUCK YEAH BITCHES! Kick asses, break bones, and party all day long!"

* * *

 **Back With Spider-Man**

"I've got it!" Spider-Man snapped his eyes open with determination. "Whoever's behind this, someone calling themselves Carnage-Queen, is at Avenger's Tower right now, and they aren't alone." His eyes narrowed angrily as the visions of his clones, his daughters, and the Symbiote eventually settled in his mind.

"We'll help out Spidey." Karolina pumped herself up as the Runaways gathered around, setting Mattie and Jessica free along the way. "Just tell us what to do, and we'll get it done!"

"Right now I need you guys to stay here, and keep everyone safe." Spider-Man instructed them, causing them to frown in disappointment and dejection. "Don't give me that look, I'm not finished explaining my plan. I need you guys to get on your phones, tablets, laptops, whatever, and spread the word about this school being a safe zone to everybody you can. Chase, Karolina, you two form a perimeter around the school. Molly, Gert, Old Lace, you three stay as close to the civilians as possible. Nico's in charge of keeping everyone organized and working in tandem. Is everyone clear?" They nodded in confirmation. "Good, now before I go, I just have two things left to say." They couldn't see his face, but his siblings knew from experience that Spider-Man was about to mess with them. "Karolina, I know you've been giving my opposite sex clone the eye, and so does she. Stop beating around the bush and just smooch already." The teenage alien glowed even brighter than usual and quickly lowered herself to the ground, embarrassed yet somewhat relieved that her feelings were out in the open now. "Gert, don't tell Chase what you want to tell him until AFTER this is all said and done, it might distract him if he knew." The purple haired BBW predictably flipped her cousin the bird and stuck her tongue out at him. "As for you three..." He turned his attention to Mattie, Julia, and Jessica. "You've been through enough today already, you can go home now if you want."

"What are you, crazy?!" Mattie jumped for joy and skittered around on her spider legs, reminding Spider-Man a little too much of Dr. Octopus. "I have superpowers, there's no chance in hell I'm gonna let them go to waste when the city needs saving!"

"Whoever's responsible for this threatened my daughter, and kept me away from her for months!" Julia clenched her fists with barely contained anger. "They will not go unpunished!"

"I'm a SHIELD agent, fighting criminal scum is my job." Jessica stepped forward as well. "If you try to stop me from getting involved, I'll have to place you under arrest." She grinned teasingly.

"Alright, I guess it takes a Spider-Team to handle a Spider-Queen." Spider-Man nodded before firing off a webline. "Off we go Web-Warriors!"

"WE ARE NOT CALLING OURSELVES THAT!" The three Spider-Women protested furiously as the followed behind; Jessica by gliding, Julia by psionic weblines, and Mattie on giant spider legs.

After they were gone the Runaways quickly took to their assigned positions, with only Chase lagging behind to talk to Gert. "...What was he talking about when he said that-"

"I wanna gain three hundred pounds and become a sumo wrestler slash fat model." Gert responded incredibly sarcastically.

"...Even though I know you're just joking, I actually think that would be kinda hot." Chase admitted sheepishly, drawing shocked looks from his family.

"...If that's what you're into, then maybe I actually will do that." Gert grinned playfully as she pressed herself against her boyfriend and squeezed his butt affectionately. "You'll have to feed me ALL of my meals though." She purred seductively as she traced circles on his chest.

"HELLOOOO~! Impressionable young children present!" Molly protested as she barely suppressed a gag. "I am going to need so much therapy after this is over."

* * *

 **Meanwhile - Avengers Tower**

"Tony, I need eyes and ears on the whole city, more capture nets and crowd control, and as much backup at Avengers Tower as you can spare yesterday!" Captain America barked orders into his headset as he pushed away three spider-people with his shield hand, and then fired a net gun at them with the other. "Drat, out of ammo!" He hissed as six more spider-people began swarming to fill in for the three he just incapacitated.

"First of all Steve, it's damn, not drat. This is the twenty-first century, get with the times already." Tony playfully mocked his friend over his headset before switching to a more serious tone. "Second, I put in a call for reinforcements half an hour ago, but we're spread pretty thin even after calling in the reserves, so I had to outsource to some allies that might be... uncomfortable for you to work with." His tone took on a barely restrained giggle at the end of his statement, giving Steve the uneasy feeling that he always got whenever Tony was up to his shenanigans.

Just as he was about to inquire what Tony was getting at however, several widespread webs descended from the sky and covered the approaching spider-people, trapping them harmlessly against the ground as the webs continued to pile on, assuring that they were all securely fastened down.

"Sorry we're late to the party Cap!" Spider-Man apologized playfully as he, Julia (Arachne), Jessica (Spider-Woman), and Mattie (Spider-Girl) descended onto the scene. "I would have been here sooner, but I had to pick up my kids from school." He quipped.

"You do realize that's kind of an inside joke, right?" Arachne noted uncomfortably as Spider-Woman groaned while pinching her brow. "It won't make any sense to him."

"Who cares, I thought it was hilarious." Spider-Girl grinned as she casually fired several extra webs from the tips of her four spider legs, further securing the spider-people to the ground. "Also, can I just mention how AWESOME it is that we're now officially superheroes!? And we're meeting Captain America!"

"Work for SHIELD for a few years, the charm wears off really quick." Spider-Woman remarked stoically as she approached Captain America. "SHIELD Agent Jessica Drew reporting for duty Captain Rogers." She saluted him.

"Glad to have you on board soldier." Steve shook her hand before turning his attention back to his communicator. "You seriously think I'd be uncomfortable working with SHIELD and spider-people, Tony? I know SHIELD and I have had our differences over the years, but I'll take this help in a heartbeat."

"Uh, those aren't the reinforcements I called in Cap." Tony remarked sheepishly as more spider-people swarmed Avengers Tower from the left flank, only to be quickly brought to a halt by several black webs binding them to the street. "And neither are those black webs for that matter."

"The Symbiote..." Spider-Man whispered nervously, feeling very conflicted as a feminine figure wearing the Venom suit made a three-point landing on the street, her eyes glaring at him as her razor-sharp teeth were bared menacingly. "Hey there buddy... long time no see..." He approached her cautiously, not wanting to risk angering the alien parasite. "Look... I'll admit that mistakes were made on both ends of our relationship... I should have listened more... tried to meet you halfway... I didn't know you were sent to protect me..." The woman hissed angrily at him, causing him to stop his approach momentarily. "But you didn't make things easy on me either, you know that now, right?" He continued approaching her, this time causing her to flinch back. "We could have talked things over, SHOULD have talked things over. We could have made a great team if we had paid more attention to each other, and we still can." He held his hand out. "Just take my hand, and we can settle this peacefully, like we should have all along." He requested hopefully.

The Symbiote wearing woman tilted her head quizzically, a clicking noise coming from the back of her throat as her teeth and mouth faded into her mask. As the clicking noise became louder, the woman began shivering slightly, her shoulders twitching as she held her sides. It was at that point that Spider-Man realized that the clicking was actually laughter. "Oh, real mature Mania. You had me worried that the Symbiote had taken you over!" He scolded her mildly.

"I couldn't help it!" Mania spoke between her giggles. "It's just... after seeing all the memories this thing had of you... all the problems you had with it... and you're only just NOW trying to actually have a civil conversation to work out your issues? Like any sane, rational person would?"

"Yeah, I've already established that I should have focused more on conversation than confrontation, can you please stop laughing at me now?" Spider-Man asked, before letting out a brief chuckle himself. "Huh, stop laughing at me? That's literally the last thing I ever thought I'd say in my superhero career." He remarked quizzically. "So, I take it you're here to help?"

"Absolutely!" Mania pumped her fist eagerly. "Besides, considering that whoever's behind this already has their own Spider-God powers, and took most of the alien goo's body and the violent part of its mind, you're gonna need all the help you can get. The gunk that bonded with me is just the leftover scraps."

"I took on the Sinister Six singlehanded, I'm pretty sure I can take down a juiced up Spider-Goddess with some backup." Spider-Man spoke with more confidence than he actually felt. _'Bad enough that I'm apparently dealing with a Spider-Goddess of some kind that's at least partially my fault, but now they have most of the Symbiote's power, and that's DEFINITELY on me. Glad I'm not a lone Wolf-Spider anymore.'_

"New superheroes are coming out of the woodwork like crazy now?" Iron Man questioned sarcastically over the communicators. "So does this mean I vouched for some of the most well-behaved super criminals in prison to help out on parole for nothing?"

"You let criminals out of prison Tony?!" Captain America protested irately.

"Well-behaved criminals." Iron Man assured his colleague politely. "I'm a genius, not an idiot. Besides, Spider-Man can probably vouch for a couple of them himself. Rhino and Sandman have turned Rockaway Beach and the surrounding area into a huge safe zone."

"Sandman survived the tanker explosion, and he's still helping people?! Good for him, and Rhino too. I am all for this idea!" Peter grinned enthusiastically underneath his mask. _'If nothing else, at least some good is coming out of all of this. I'm glad Alex and Flint are turning over a new leaf, I always knew they had it in them... Well, not so much always as just recently, but my point still stands.'_

"Well, I guess things will be okay if Spider-Man supports the idea." Captain America consented, trusting in the idealistic young hero's judgement. "So I'm guessing the backup you're sending us are former criminals as well?"

"Ehhh, yes and no." Iron Man chuckled mischievously. "They're technically mercenaries, and it'll be more awkward for you to work with them than anything else."

"Mercenaries?" Steve repeated in shock. "Wait a minute, Tony, don't tell me that you called in-"

"Hey there handsome!" A woman with chin length purple hair, and a purple uniform with black diamonds catcalled as she threw several diamond-shaped throwing darts, nailing another wave of spider-people with incredible precision. The darts must have been laced with sedatives of some kind, as those struck by them immediately fainted. "Long time no see, Captain Cutie-Pie." She grinned as she grabbed Captain America and kissed him deeply.

"Captain... Cutie-Pie?" Mania barely managed to say between her snickering, before everyone immediately descended into full-blown laughter.

"Diamondback... good to see you too." Steve remarked with all the awkwardness of a blushing schoolboy being approached by his crush. "I'd love to stay and chat, but we really need to protect New York."

"No need to get up on our account." A woman with long black hair in a leather leotard assured Captain America as a cloud of black smoke emanated from her body and enveloped several more spider-people, causing them all to rapidly faint. "Asp, Impala and I already got a new teammate on this little adventure, so just leave saving the day to BAD Girls Inc. this time."

"Listen to Black Mamba," Asp - a long-haired and beautifully tanned Egyptian woman in a white leotard embroidered with green snakes - remarked mischievously as she and Impala - a similarly tanned bald woman in a white bikini and yellow bindings around her arms and legs and several javelins strapped to her back - joined their colleague, throwing sparks of electricity and javelins that released nets at several other approaching spider-people. "You two lovebirds can get caught up while the rest of us make sure nothing interrupts your 'alone time'."

"Yeeaaahh~ I'm guessing those two have some history together?" Spider-Man managed to ask the mercenary girls once he stopped laughing.

 **"More than you and I do, handsome!"** A booming, southern-belle voice came from the air, immediately before sonic waves came down from above and pummeled the few still standing spider-people. Spider-Man's lenses widened in a panic as a woman with glowing pink wings, a teal and white armored jumpsuit, and long white hair and pink bangs landed in front of him, dispelled her light wings, and sashayed over. "I'm hoping to change that pretty soon though."

"Screaming Mimi..." Spider-Man gulped uncomfortably as he backed away. "You look... different than the last time I saw you."

"Glad you noticed shugah." She grinned as she boxed him against a wall and began tracing circles on his chest. "By the way, I go by Songbird now. I figured that, what with the way ya made me sing last time, screaming just weren't for me no more."

"I take it there's some history here as well." Mattie observed playfully.

"It's... not something I'm too keen on recalling." Spider-Man winced awkwardly as Songbird grabbed his butt. "BAD TOUCH! BAD TOUCH!"

"There's no such thing as a bad touch with you Spidey." Songbird sighed tenderly as she reluctantly parted from the object of her affections. "Look, I get it, you're still sore about the Grapplers capturing you to use you for my initiation, but after what you did to me, what you said, what you made me feel... I just knew I had to turn my life around so I could see you again."

"Care to explain what exactly is our new teammate is talking about?" Impala smirked coolly at Spider-Man. "She has been going on and on about you all day after all, so you cannot blame our curiosity."

"The Grapplers?" Spider-Woman inquired suspiciously as she approached Spider-Man. "I've read their file, they're an all female band of dominatrix-themed mercenaries, and their initiation for new members consists of capturing, raping, and killing a male superhero."

"I'll admit that I was almost one of 'em, but then Spidey here went and turned the tables on me." Songbird gushed as she glomped him. "Even with both of his arms and legs tied up, he still made such passionate love to me that I knew I couldn't go through with it."

"...You actually convinced a supervillain to reform by counter-raping them?" Arachne looked at Spider-Man stoically.

"The worst part is... I actually kind of expected something like that to happen at some point." Spider-Man sighed despondently. "Now I've got another girlfriend to add to the two dozen or so I already have."

"You've had a lot of practice, haven't you Honey-Webs?" Songbird smiled tenderly as she nuzzled her head under his chin. Before she could go any further however, a mass of red goo crashed into the pavement in the center of the gathering, cracking the ground, and splattering everyone present. "Ugh, what in tarnation is this disgusting gunk?!"

"Symbiote goo!" Spider-Man panicked as a thousand angry thoughts began pounding inside his skull, while he and everyone else struggled desperately to pull the alien gunk off. "And it's not the good kind! Songbird, you need to scream! Scream as loud as you can!"

"I already told you Honey-Webs," Songbird grunted as she pried the Symbiote goo off of her face. "I don't scream anymore. Now I **SIIIIIIIIINNNNGGGGGG~!"** As her sonic melody echoed around them, the red Symbiote goo cringed in pain as it recoiled off of the hosts they were attempting to take. Even Mania's Venom Symbiote recoiled into her body, leaving her with just a black a-shirt, piercings, spiked wristbands, and well-worn jeans. Songbird didn't stop singing until she was sure the evil Symbiotes were off of everyone, leaving her short of breath immediately after.

"Great job Songbird!" Spider-Man gave the reformed criminal a pat on the back, not realizing how loudly he was talking. "If you weren't here we'd be in big trouble!"

"Nice work soldier, but how did you know that would work?!" Captain America shouted.

"What was that?!" Spider-Man asked as he cupped his ear. "That noise messed up my hearing, and I haven't gotten around to installing noise cancelers on this thing yet! You're gonna need to speak up a bit!"

"I said-!" Captain America tried to begin, only for another red mass to crash into the same spot as the last one, and caused such a shockwave on impact that it sent chunks of pavement flying all around, crashing into everyone present.

 _'Ow, my aching everything.'_ Spider-Man winced as he tried to pull himself up, only to find that his ears and body were ringing and shaking too much to respond properly. _'Stupid equilibrium, can't a guy suffer through a few sonic booms without feeling like his entire body is made of pudding?'_ Though disoriented, he managed to right himself enough to get a look at what caused the second shockwave. _'Who... who is that?'_ He thought as he took in the figure rising from the dust. It was a woman, but other than that it clearly wasn't entirely human. Her skin was blood red with black spider symbols on her chest and shoulders, and her mouth was huge and filled with razor sharp teeth. _'It looks like she's saying something... but I can't hear a thing with this ringing in my ears...'_

 ***Spider-Sense!*-BOW TO YOUR CARNAGE-QUEEN!**

With that, Spider-Man, and all the Spider-People for that matter, immediately fell to the ground, as if pushed by some unstoppable force.

 ***Spider-Sense!*-I said BOW!**

 _'What do you think we're doing?!'_ Spider-Man asked rhetorically as he managed to push himself up enough to see that the Carnage-Queen wasn't even facing him. Instead, she was looking at - "HOLLOW!" Peter panicked as he saw his daughter casually walking towards Carnage-Queen. All hesitation and weakness immediately vanished from his system as he bolted upright and rushed forward to protect his little girl. "Stay away from my daughter you Carnage-Queen!" He commanded as he slugged Carnage-Queen in the face, sending her flying into a building. "...That... was surprisingly easy..." His lenses shifted in confusion.

"Easy?" Carnage-Queen said shakily as she rose from the debris. "What part of that... that THING is EASY?!" She pointed a shaky and fearful finger at Hollow. "You... I can see you for what you really are... where you come from... what we are..." She gurgled in silent terror, confusing everyone greatly by the sudden panic attack of the arc villain. When Hollow tilted her head quizzically and took a single step forward, Carnage-Queen pressed herself against the building she had just crashed into, desperately looking to and fro for an escape. "Stay away from me you... you MONSTER!" She panicked, barely having time to turn and try to run before Hollow descended upon her and impaled her through the heart with her claws. "Why? I was so close..." Carnage-Queen cried pitifully as blood trickled from her mouth, and her Symbiote began evaporating into dust. "Something like you... it's not fair..." After the Carnage Symbiote had disintegrated off of her body and the streets around her, the Queen part slipped off of Hollow's arm, her corpse falling unceremoniously onto the street.

"That... was surprisingly quick and easy." Mania, currently still reduced to her civilian identity of Andrea Benton, remarked uncomfortably. "I know I'm still new to this hero thing, but it can't always be this simple, can it?"

"It's not..." Spider-Man said suspiciously as his daughter approached him. "And I think I have an idea why this encounter was so much easier than everything leading up to it. Do you think you guys can handle the cleanup here?" He requested as he shot off a webline.

"Where do you have to be in such a hurry Honey-Webs?" Songbird asked him worriedly.

"Let's just say that Hollow's mother and I need to have a little chat." Spider-Man frowned as he swung off into the skyline, Hollow scaling the buildings shortly behind him.

* * *

 **Later - Parker Loft**

"...Hello there Peter." Galacta remarked somberly from her station at her supercomputers as her lover approached. "I know why you're here..."

"Do you? Do you really?" Peter asked tiredly as he stepped forward, stopping two meters away from the young planet eater. "Gali... I'm not going to judge you for keeping secrets from me." He assured her, though whether it provided her with comfort or fear and uncertainty neither could tell. "You've been alive since before humans had invented writing, so of course you're gonna have some things about your life that I'll never know, things in your past that may fill you with guilt. Trust me, I've been there, and you know that I have."

"This is different than what happened to your uncle Ben." Galacta replied, her voice cracking from her tears. "This is different than when you killed Norman, or sent Harry to juvenile hall. This is different than when I pressured you and several women into a polygamous relationship for my plans to save the multiverse from itself."

"I don't want to know what it isn't." Peter pleaded as he took a step forward, his expecting lovers who had stayed in the loft during the conflict of the day; Natasha, Silver, Liz, Gwen, and Felicia, stepping up to stand by his side. "I want to know what it **is**."

"What is Peter talking about Galacta?" Silver inquired sternly as she held both arms protectively over her swollen womb. "I thought we promised that the secrets were over between us all."

"I'm over eighty years old." Natasha spoke with the impartial wisdom of age and experience, though her body language of guarding her unborn child betrayed her attempts at fairness. "I've got secrets even I can't remember, I don't even know if Natasha Romanova is my real name. Galacta is over 18,000 years old, she couldn't share all of her secrets with us in the natural human lifespan."

"Even so, you'd think that she would share the relevant secrets with us." Felicia tapped her lips and gave a suspicious sideways glance. "You're as much family to me as the rest of us, and vice-versa."

"I don't want to be suspicious of you Gali." Liz pleaded as she rubbed her stomach tenderly. "If it weren't for you I wouldn't be here with the man I love, and a womb full of the growing proof of our love. I trust you Gali, so please trust us."

"Gali." Gwen stepped forward and grabbed Galacta by the shoulder, the cosmic woman stiffening in response. "Whatever is troubling you, you need to believe that we'll be there for you, whatever it is. Just talk to us, and we can deal with this **together** , whatever it is."

"...I'm not from this universe." Galacta began in a choked up tone. "I originally come from a universe designated with the number 616... I don't want to get into the exact details... the horrible... deplorable... unforgivable... nightmare inducing... and just plain **awful** reasons why... but some **bad things** happened... things that can never be forgiven, only locked away and forgotten by any and all sane, rational beings until the end of time... In Universe-616... **I** **ate the Earth**..." She barely choked out. "I ate Earth-616, and turned the energy into an egg inside my body... An egg that would later grow into Hollow after you fertilized it."

"...Is that it?" Spider-Man inquired casually, causing Galacta to turn around in shock. "Gali, we've know what you are ever since we met you, but we've also come to understand who you are. You're a good person who doesn't do anything without thinking it through, so if you ate this alternate Earth, then we know it's not only a justified act, but also something you're already beating yourself up for more than anyone else ever could."

"...You really are too much, you know that?" Galacta let out a half-chuckle/half-cry. "But you should know that there's more to it than just that." Everyone let out an exaggerated groan. "I know, I know, but I **promise** that this is the last big whammy that you'll be able to connect to me... that I know about anyway." She humorously amended. "You see, Earth-616 is kinda the favorite planet in the multiverse of The One Above All. Granted, Their definition of 'favorite' is extremely twisted and distorted by Their senseless sadism, but if They found out about what I did..."

"So how did you hide it from the guy?" Spider-Man asked curiously. "You'd think that an entity called 'The One Above All' would be all-seeing and all-knowing."

"I managed to make a device that could hide the truth from Them." Galacta admitted with a casual shrug. "It's powered by the corpse of a living Cosmic Cube named Kobik, and uses the brain of an Inhuman named Ulysses as a CPU." She explained as if it were no big deal. "Kobik provides near-infinite energy, even after death, while Ulysses has a brain that assimilates ALL surrounding data and energy to profile probable futures. Together with the machine I made, they project an illusion of Earth-616 that only fools cosmic beings. Regular mortals and other lesser beings can't even comprehend the device itself, so as far as they know Earth-616 isn't even there anymore. But the illusion projector is based on the principal of Schrodinger's Cat. If you don't look too deeply into it, then you can't tell what it really is. If you **were** too look deeper, or get this explanation from me, then the veil would be lifted, and Earth-616 would be exposed as having been consumed."

"So we're safe as long as The One Above All doesn't look too deeply into this?" Gwen observed.

"And They probably won't." Galacta assured them, feeling much better now that she knew her greatest sin was accepted and forgiven by the people who really mattered to her. "Despite appearances, The One Above All is a totally incompetent and inattentive moron on the whole."

"Well then!" Peter clapped his hands once with enthusiasm. "Now that that's all settled, what do you say we go out to celebrate a heroic adventure well accomplished? I've got six new girlfriends, and I intend to take my entire harem out for a night on the town!"

"Six new girlfriends?" Liz grinned eagerly as she rubbed her belly in anticipation of the inevitable lovemaking to follow the first date with the new meat. "My my, someone's been a busy spider today."

"Can you blame them?" Felicia licked her lips seductively and she trailed her fingers across his pectorals from behind. " **Our** Peter is the best hero in the world."

"And we wouldn't have it any other way." Silver smiled and she and Natasha rested their heads on Peter's shoulders.

* * *

 **Meanwhile - With Deadpool**

"Exposition! Author's Tract! Take That! Fanon!" Deadpool celebrated as he cut a ribbon labeled 'Subtlety' with an oversized pair of scissors. "Thank you and have a nice day." He gave a flourishing bow to the audience.

"Get your skinny ass back here Wade!" Big Bertha growled as she picked him up by the scruff of his neck. "You've got to get me in shape for the upcoming maternity bikini competition in eight months."

"This may be a bit too much even for a hardcore masochist like myself!" Deadpool yelped as he was yanked away for another round of baby making sex with a lovely tub of lard in a lacy, leopard-skin leotard, lingerie, and love handles.


End file.
